Univ.of  Ill.  Library 
51 

ADIRONDACK  POWER  AND  LIGHT 

CORPORATION 


jHortgage 

TO 

GUARANTY  TRUST  COMPANY 
OF  NEW  YORK 

TRUSTEE 

DATED  MARCH  1,  1920 

Securing  First  and  Refunding  Mortgage  Gold  Bonds 


First  Supplemental  Indenture  dated  July  23,  1920 


PRESS  OF  GEO.  H.  ELLIS  CO.  (iNC.)  BOSTON. 


it 


i 


ADIRONDACK  POWER  AND  LIGHT 


CORPORATION 

I 


iflortgase 

TO 

GUARANTY  TRUST  COMPANY 
OF  NEW  YORK 

TRUSTEE 

DATED  MARCH  1,  1920 


Securing  First  and  Refunding  Mortgage  Gold  Bonds 


First  Supplemental  Indenture  dated  July  23,  1920 


I 


TABLE  OF  CONTENTS 

(Not  Part  of  Indenture) 

See  also  alphabetic  Index,  p.  165. 

PAGE 

I.  Mortgage,  Dated  March  1,  1920. 

Date  and  Parties .  1 

Eecitals  : 

Authorization . . .  1 

Description  of  Bonds .  2 

Form  of  Coupon  Bond,  Series  of  6s  due  1950 .  3 

Form  of  Registered  Bond,  Series  of  6s  due  1950 .  9 

Compliance  with  conditions  of  authorization .  14 

Granting  Clauses: 

Grant  and  conveyance . / .  14 

Description : 

I.  Schenectady  Power  Company  properties .......  15 

II.  East  Creek  properties . 20 

III.  Schenectady  Illuminating  Company ’projierties. .  23 

IV.  Mohawk  Gas  Company  properties .  24 

V.  Edison  Electric  Light  and  Power  Company  of 

Amsterdam  properties .  25 

VI.  Mohawk  Edison  Company,  Inc.,  properties . 25 

VII.  Bonds,  securities  and  miscellaneous  property ...  26 

Habendum .  27 

Declaration  of  Trusts .  27 

ARTICLE  I 

The  Bonds  : 

§  1.  Bonds  unlimited  in  amount .  28 

§  2.  Language  of  bonds .  28 

§  3.  Forms  herein  to  be  followed  substantially  except  as  to 

(1)  Exercise  of  Company’s  rights .  28 

(2)  Stock  Exchange  requirements .  29 

(3)  Taxes .  29 

Call  of  bonds. .  29 

(4)  Foreign  taxes .  29 

(5)  Foreign  bonds .  29 

(6)  Registration,  transfer,  exchange,  and  endorse¬ 
ments .  29 

(7)  Federal  stamp  tax .  30 

(8)  Interest  rates .  30 

Maturities .  30 

§4.  Denominations .  30 

§  5.  Series ;  designation,  uniformity,  date,  etc .  30 

§  6.  Initial  issue,  Series  of  6s  due  1950 .  31 

§  7.  Subsequent  issues .  32 

§8.  Maturities  of  subsequent  series .  32 


IV 


PAGE 


§  0.  Bonds  payable  in  Eiiroije  and  in  European  money . 33 

§  10.  Eeservation  and  issue  of  $1,000  coupon  bonds  against 

bonds  of  smaller  denominations . . .  35 

Numbering  and  lettering  of  bonds .  35 

Endorsements  on  $100  and  $500  coupon  bonds .  3G 

§11.  Issue  of  registered  bonds .  36 

Endorsements  on  registered  bonds .  37 

§  12.  Books  for  registration,  transfer  and  exchange  of  bonds  39 

§13.  Registration  of  coupon  bonds .  39 

§14.  Transfer  of  registered  bonds .  39 

§  15.  Exchange  of  bonds  of  same  series .  40 

§  16.  Exchange  of  bonds  of  different  series .  40 

§17.  Fees  on  registration,  transfer  and  exchange .  41 

Exchanges  and  transfers  before  interest  dates .  41 

§  18.  Execution  of  bonds  and  coupons . .  41 

§  19.  Certification  and  delivery  of  bonds :  Trustee  to  receive 

(a)  resolution  of  Directors .  42 

fb)  opinion  of  counsel .  43 

(c)  order  of  Public  Service  Commission .  43 

Effect  of  Trustee’s  certificate .  43 

Matured  coupons  to  be  cancelled . .  43 

Certification  during  default .  43 

§  20.  Temporary  bonds .  44 

§  21.  Lost,  destroyed  or  mutilated  bonds .  45 

§22.  Bearers  and  registered  holders  deemed  owners .  46 

§  23.  Re-issue  of  bonds .  46 


ARTICLE  II 

Bonds  Presently  to  be  Issued: 

§  1.  Initial  issue  of  bonds ;  $5,671,000  of  Series  of  6s  due  1950  47 
§  2.  Issue  of  bonds  for  expenditures  before  March  1,  1920. .  47 

ARTICLE  III 


Issue  of  Bonds  for  First  Lien  Properties: 

§1.  Issue  of  additional  bonds  for  80%  (or  75%)  of  first- 

lieu  additional  projierty .  48 

§  2.  (1)  Additional  property  defined .  49 

(2)  Character  of  titles,  rights  and  franchises .  50 

(3)  Additional  property  to  be  used  but  once .  51 

(4)  Only  excess  of  additional  property  over  main¬ 
tenance  requirements  to  be  counted .  51 

(5)  Limitations  on  additional  property  in  certain 
categories,  viz.: 

(а)  Not  for  primary  or  principal  purposes  of  Com¬ 
pany’s  business .  52 

(б)  Disconnected  properties .  53 

(c)  Properties  having  short  franchises .  53 

(d)  Gas  properties .  53 

(6)  Amount  of  additional  property  defined . 54 

(7)  Indeterminate  franchises  deemed  perpetual . 54 

§3.  (1)  Cost  of  franchises . 54 


V 


PAGE 


(2)  Cost  of  property  part  of  wliicli  is  not  additional 

property .  55 

§4.  Lien  hereof  npon  additional  property .  55 

§5.  (1)  Net  earnings  requirement .  55 

(2)  Net  earnings  defined .  5G 

(3)  121/2%  allowance  for  renewals  and  replacements. .  5(5 

Kedetermination  of  allowance  for  reneAvals  and 
replacements .  57 

(4)  Accounts .  58 

(5)  Earnings  of  acquired  plants  or  systems .  58 

§  ().  (1)  Certification  and  delivery  of  bonds  under  this 

article;  Trustee  to  receive  additional  documents. .  58 

(2)  Eesolution  of  Directors .  58 

(3)  Certificate  of  President  or  Vice-President  and  en¬ 
gineer  or  other  competent  person .  59 

(a)  Acquisition  of  additional  property .  59 

(b)  Cost  and  fair  value .  60 

(c)  Original  cost  of  property  renewed,  replaced, 

permanently  discontinued  or  abandoned . GO 

(d)  Operating  expenses  excluded . 61 

(e)  Liens  of  contractors,  etc .  61 

(/)  Other  liens .  61 

(g)  Previous  use  hereunder .  61 

{h)  Acquired  plants  or  systems .  61 

(i)  Property  not  for  primary  or  principal  pur¬ 
poses  of  Company’s  business .  61 

(/)  Disconnected  property .  62 

(fc)  Short  franchises .  62 

Compliance  with  section  2  (2) .  62 

(1)  Gas  properties .  62 

{m)  Events  of  default .  62 

(n)  Compliance  with  this  article .  62 

(4)  Net  earnings  certificate  by  executive  olficer  of 

Company .  63 

(a)  Net  earnings .  63 

(b)  Acquired  plants  or  systems .  63 

(c)  Maintenance  requirement .  63 

(5)  Opinion  of  counsel .  64 

(6)  Statements  to  be  made  with  reference  to  this 

article .  65 

(7)  Documents  to  be  filed  within  90  days  before  appli¬ 
cation .  65 

(8)  Additional  resolutions,  etc.,  from  time  to  time. ...  65 


ARTICLE  IV 


Issue  of  Bonds  for  Divisional  Lien  Property: 

§  1.  Issue  of  bonds  for  divisional  lien  property .  66 

§2.  Article  III  to  be  complied  with .  66 

Value  and  cost  of  divisional  lien  property . 66 

§3.  (1)  Certification  and  delivery  of  bonds  under  this 

article .  67 

Money  to  be  deposited  with  Trustee .  67 


VI 


PAGE 


(2)  Or  bonds  withheld .  67 

(3)  Eefundable  divisional  liens .  68 

§  4.  Eestriction  on  amount  of  divisional  lien  bonds  on  par¬ 
ticular  property .  68 

§  5.  Eestriction  on  aggregate  amount  of  divisional  lien 

bond's .  69 

§  6.  Adirondack  Electric  Power  Corporation  and  Kanes 

Falls  Electric  Company  bonds .  70 

§  7.  Disposition  of  money  deposited  and  bonds  withheld. . .  71 

§  8.  Divisional  lien  bonds  received  by  Trustee .  71 

§  9.  Discharge  of  divisional  liens .  72 

§  10.  Proof  of  amount  and  cancellation  of  divisional  lien 
bonds .  73 


ARTICLE  V 


Issue  op  Bonds  for  Eepunding  Purposes: 

§  1.  Issue  of  bonds  for  refunding  purposes .  73 

§  2.  What  bonds  are  refundable .  73 

§  3.  Documents  Trustee  is  to  receive  before  certifying  bonds 
for  refunding  purposes .  74 

ARTICLE  VI 

Issue  op  Bonds  for  Money: 

§  1.  Issue  of  bonds  for  money .  75 

§  2.  Documents  Trustee  is  to  receive  before  certifying 

bonds  for  money .  75 

§3.  Disposition  of  money  deposited .  76 

§4.  Limitation  on  issue  of  bonds  for  money .  77 

ARTICLE  VII 

Call  and  Redemption  op  Bonds: 

Bonds  redeemable .  78 

Call  and  notice .  78 

Deposit  of  redemption  price  with  Trustee .  79 

ARTICLE  VIII 

Possession  and  Use  op  Property  Before  Default: 

Company  to  retain  possession  of  property .  79 

ARTICLE  IX 

Certain  Covenants  op  the  Company: 

§1.  To  pay  principal  and  interest .  80 

To  perform  all  obligations .  80 

Xot  to  extend  interest .  80 

To  cancel  coupons,  etc.,  owned  by  Company  at  maturity  80 

To  pay  divisional  lien  bonds  and  interest .  81 

To  observe  conditions  of  divisional  liens .  81 

§2.  Of  title . 81 

§  3.  To  give  further  assurances .  82 

To  procure  discharge  of  divisional  liens .  82 


Vll 


PAGE 

§4. 

§5. 


§6. 

§7. 

§8. 


9. 


§10. 


§11. 

§12. 


13. 

14. 


AETICLE  X 

Sale  and  Eelease  op  Property  Before  Default: 

§1.  (1)  Sale  of  obsolete  equipment . . .  94 

(2)  Sale  of  materials  and  supplies .  94 

(3)  Termination  or  alteration  of  leases  and  agreements  95 

(4)  Surrender  of  franchises .  95 

Substituted  property  to  be  subject  hereto .  96 

Sale,  etc.,  when  Company  in  default .  97 

§  2.  Trustee  to  release  property  on  receipt  of 

(1)  Eesolution  of  Board  of  Directors .  97 

(2)  Certificate  of  President  or  Vice-President  and 

engineer  or  other  competent  person .  97 

(3)  Consideration .  98 

(4)  Opinion  of  counsel .  99 

(5)  Opinion  regarding  franchises .  99 

Eelease  of  divisional  lien  property .  99 

Eeleases,  etc.,  when  Company  in  default .  99 

§3.  Protection  of  Trustee . 100 

§  4.  Eeceiver,  or  Trustee  in  possession,  may  act  for  Com¬ 
pany . 100 

§  5.  Disposition  of  money  received  by  Trustee . 101 

§  6.  Eetirement  of  bonds . 101 

§  7.  Protection  of  purchaser . 102 

§  8.  Eelease  in  case  of  condemnation,  etc . 102 

Disposition  of  proceeds . 103 

§  9.  Eetirement  of  bonds . 103 

AETICLE  XI 
Default  and  Foreclosure: 

§1.  Events  of  default . 103 

(1)  Eeceiver  ship . 103 


To  pay  taxes .  82 

To  deposit  wdth  Trustee  all  divisional  lien  bonds 

acquired . 84 

To  limit  total  amount  of  divisional  lien  bonds .  84 

Not  to  permit  prior  liens  to  attach .  85 

To  make  subsequent  mortgages  expressly  subject  hereto  85 

Not  to  dispose  of  property .  85 

To  carry  on  business .  85 

To  maintain  proi)erty .  86 

To  file  auditor’s  report  with  Trustee .  87 

To  comply  with  leases,  etc .  88 

To  preserve  franchises,  etc .  88 

To  pay  certain  sums  to  Trustee .  88 

To  insure .  88 

Insurance  reserves .  89 

Disposition  of  insurance  moneys .  90 

When  Trustee  may  insure .  91 

To  record .  92 

To  keep  books,  furnish  statements,  and  permit  in¬ 
spection .  92 

To  maintain  agency  in  New  York .  93 


Not  to  dispose  of  bonds  except  in  accordance  herewith  94 


VIU 


PAGE 

(2)  General  assignment,  insolvency,  bankruptcy . 103 

(3)  Default  on  bonds  or  interest . 103 

(4)  Default  in  divisional  lien  interest . 104 

(5)  Default  in  divisional  lien  principal . 104 

(6)  Default  in  divisional  lien  covenants . 104 

(7)  Other  defaults . 104 

Bequests  on  whicli  Trustee  is  to  act . 105 

Kemedies  of  Trustee . . 105 

(a)  Trustee  may  declare  all  bonds  due . 105 

(&)  Trustee  may  enter  and  operate  property. ..  .105 

(c)  Trustee  may  sell  property . 106 

Conveyances . 107 

Disposition  of  proceeds  of  foreclosure  sale. .  .108 

(i)  Payment  of  principal  and  interest . 108 

(ii)  Payment  of  surplus  to  Company . 109 

(d)  Trustee  may  sue  at  law  or  in  equity . 109 

(e)  Trustee  may  have  receiver  appointed . 109 

(/)  Trustee  may  take  other  action . 109 

Eemedies  cumulative . 109 

Majority  of  bonds  may  control  Trustee’s  action . 110 

§2.  Waiver  of  default . 110 

Parties  restored  to  former  positions . 110 

No  right  impaired  by  non-exercise . Ill 

§3.  When  bondholders  may  sue  hereunder . Ill 

§  4.  All  bonds  to  become  due  in  case  of  sale  of  mortgaged 

property . 112 

Waiver  of  stay  and  redemption  laws,  etc . 112 

Purchaser  may  use  bonds  in  payment . 112 

Trustee,  or  bondholders,  may  purchase . 112 

Protection  of  purchaser . 113 

§  5.  On  certain  defaults.  Company  to  pay  entire  principal 

and  interest . 113 

Action  by  Trustee . 114 

Judgment  not  to  affect  lieu  hereof. . . 114 

§  6.  Waiver  of  personal  liability  of  stockholders,  etc . 115 

AETICLE  XII 

Proof  op  Action  by  Bondholders: 

§1.  (1)  Execution  of  instruments . 116 

(2)  Ownership  of  bearer  bonds . 116 

(3)  Ownership  of  registered  bonds . 117 

§2.  Bequests  bind  subsequent  bondholders . . 117 

AETICLE  XIII 

The  Trustee: 

§  1.  Acceptance  of  trusts . 117 

Trustee’s  lien . 117 

Trustee  need  not  act  unless  notified . 118 

Need  not  defend  suits  unless  requested  and  indemnified  118 
May  act  by  agents . 119 


IX 


PAGE 

Not  liable  for  action  in  good  faith,  or  for  acts  of  agents  119 

Not  personally  liable . 119 

Not  responsible  for  sundry  matters . 120 

Protected  in  acting  on  resolutions,  certificates,  etc. . .  .120 

but  may  secure  further  evidence . 120 

and  shall  do  so  if  requested  and  indemnified . 121 

Bond  not  required  of  Trustee . 121 

Trustee  need  not  act  unless  indemnified . 121 

Not  liable  as  mortgagee  in  possession . 121 

May  own  bonds . 121 

Powers  not  restricted . 122 

§2.  Eesignation  of  Trustee . 122 

Appointment  of  successor . 122 

Mortgaged  property  to  vest  in  successor . 123 

§3.  Trustee  appointed  agent  of  bondholders . 124 

§  4.  How  Trustee  may  serve  notice . .*.  .124 

§5.  Funds  in  hands  of  Trustee . 124 

§  6.  Trustee  may  sue  without  possession  of  bonds . 125 

AETICLE  XIV 

Arbitration . 125 


AETICLE  XV 

Effect  op  Merger,  Consolidation,  etc.: 

§  1.  If  consolidation,  etc.,  causes  limit  on  divisional  bonds 


to  be  exceeded . 127 

this  indenture  to  be  closed . , . 128 

Lien  hereof  not  to  be  impaired . 128 

Successor  corporation  to  assume  Company’s  obliga¬ 
tions . 128 

Grants  and  covenants  by  successor  corporation . 129 

§  2.  Issue  of  bonds  by  successor  corporation . 129 

§  3.  Company  may  acquire  certain  properties . 131 

§  4.  Certificate  of  counsel . 131 

§5.  Sale  and  release  by  successor  corporation . 132 

AETICLE  XVI 

Discharge . 132 


AETICLE  XVII 


Definitions  and  Miscellaneous  Provisions: 

§  1.  Definitions 

(а)  “Company” . 133 

(б)  “Trustee”^ . 133 

(c)  “Mortgaged  property” . 133 

(d)  “Additional  property” . 133 

(e)  “This  indenture,”  etc.,  “herein,”  “hereof,”  etc.... 133 

(/)  “Divisional  liens” . 134 

ig)  “Subject  to  divisional  liens” . 134 

(h)  “Divisional  lien  bonds” . 134 


X 


PAGE 

(i)  “Eefundable  divisional  liens” . 134 

(J)  “Eefundable  divisional  lien  bonds” . 134 

(fc)  “Withdrawal  of  moneys” . 134 

( l )  “Treasurer” . 134 

(m)  “Acquired  plants  or  systems” . 134 

§2.  Date . 135 

§  3.  Supplemental  indentures . 135 

§  4.  This  indenture  to  benefit  only  parties  and  bondholders  13G 

§5.  Bonds  may  have  independent  security . 136 

§6.  Different  officers,  etc.,  may  make  certificates . 136 

§7.  Marginal  notes,  table  of  contents,  etc . 137 

§8.  When  First  Mortgage  Bonds  may  be  issued . 137 

§9.  Application  of  this  article . 137 

§10.  $5,620,000  advanced  or  accrued  hereon . 137 

Testimonium . 137 

Signatures  and  seals . 138 

Acknowledgment  by  Company . 139 

Acknowledgment  by  Trustee . 140 

Certificate  of  consent  of  stockholders . 141 

Eecording  data . 145 


II.  First  Supplemental  Indenture,  Dated  July  23, 1920. 


Date  and  Parties . 149 

Recitals  : 

Mortgage  dated  March  1,  1920 . 149 

Agreement  to  convey  after-acquired  property . 149 

Acquisition  of  Adirondack  Electric  Power  Corporation 

properties  . 150 

Request  by  Trustee . 150 

Authorization  . 150, 151 

Granting  Clause: 

Grant  and  conveyance . 151 

Description :  Adirondack  Electric  Power  Corporation 
properties  . 152 

Habendum  . 154 

Declaration  op  Trusts . 154 

Testimonium . 154 

Signatures  and  seals . 155 

Acknowledgment  by  Company . 156 

Acknowledgement  by  Trustee . .'  157 

Certificate  of  consent  of  stockholders . 158 

Affidavit  of  exemption  under  Tax  Law . 162 

Eecording  data . 163 


THIS  INDENTUEE  dated  the  first  day  of  March, 
1920,  by  and  between  Adirondack  Power  and  Light  Cor¬ 
poration^  a  corporation  duly  organized  and  existing  under 
the  laws  of  the  State  of  New  York,  party  of  the  first  XJ^rt 
(hereinafter  called  the  “Company”),  and  Guaranty  Trust 
Company  of  New  York,  a  corporation  organized  and  exist¬ 
ing  under  the  laws  of  the  State  of  New  York  and  having  its 
principal  place  of  business  in  the  Borough  of  Manhattan, 
City  of  New  York,  party  of  the  second  part  (hereinafter 
called  the  “Trustee” ) , 

WITNESSETH  THAT : 

Whereas  the  Company  is  authorized  by  law  to  borrow 
money  and  contract  debts  when  necessary  for  the  trans¬ 
action  of  its  business,  or  for  the  exercise  of  its  corporate 
rights,  privileges  or  franchises  or  for  any  other  lawful 
purpose  of  its  incorporation  and  to  issue  and  dispose  of  its 
obligations  for  any  amount  so  borrowed,  and  to  mortgage 
its  property  and  franchises  to  secure  the  payment  of 
such  obligations,  or  of  any  debt  contracted  for  said  pur¬ 
poses  ;  and 

Whereas  the  Company  by  due  action  of  its  Board  of 
Directors  has  duly  resolved  to  make  a  mortgage  or  deed  of 
trust  of  its  property  and  issue  bonds  thereunder  and  the 
consent  in  writing  of  stockholders  owning  at  least  two- 
thirds  (%)  of  the  capital  stock  of  the  Company  has  been 
duly  given  to  such  mortgage  or  deed  of  trust  in  the 
form  of  this  indenture  and  to  the  execution,  issue  and 
delivery  of  bonds  thereunder,  and  a  certificate  under  the 

seal  of  the  Adirondack  Power  and  Light  Corporation 

• 

*  The  marginal  notes,  table  of  contents,  index,  title  page  and  cover 
are  not  in  the  indenture  or  supplemental  indenture  as  executed  and 
recorded. 


♦Date  and 
parties. 


Recitals. 


2 


that  such  consent  was  so  given,  subscribed  and  acknowl¬ 
edged  by  the  Vice-President  and  Secretary  of  the  Com¬ 
pany,  a  duplicate  original  of  which  certificate  is  hereto 
annexed,  will  be  simultaneously  with  the  recording  of  this 
indenture  filed  and  recorded  in  the  office  of  the  County 
Clerk  of  the  County  of  Schenectady,  New  York,  that  being 
the  county  in  which  the  Company  has  its  principal  place 
of  business;  and 

Whereas  the  Public  Service  Commission  in  the  Second 
District  of  the  State  of  New  York  has  duly  authorized  the 
execution  of  this  mortgage  or  deed  of  trust  and  has 
approved  the  form  hereof,  and  has  authorized  an  initial 
issue  of  bonds  hereunder  to  the  aggregate  principal  amount 
of  five  million  six  hundred  seventy-one  thousand  dollars 
($5,671,000)  ;  and 

Whereas  the  bonds  to  be  issued  hereunder  are  to  be 
coupon  bonds  or  registered  bonds  without  coupons  issuable 
as  hereinafter  provided  in  lieu  of  or  exchange  for  sucli 
coupon  bonds,  or  in  part  such  coupon  bonds  and  in  part 
such  registered  bonds  without  coupons,  all  such  bonds, 
both  coupon  and  registered  without  coupons,  to  be  desig¬ 
nated  (except  as  herein  otherwise  provided)  as  the  “First 
and  Refunding  Mortgage  Gold  Bonds”  of  the  Company; 
and 

Whereas  the  bonds  to  be  issued  hereunder  are  to  be 
issued  in  one  or  more  series,  those  of  each  particular  series 
to  be  identical,  as  far  as  may  be,  with  one  another  in  tenor, 
and  are  to  bear  such  date,  bear  interest  at  such  rate  or 
rates,  have  such  maturity  or  maturities,  and  be  otherwise 
in  such  form  and  of  such  tenor,  subject  to  the  provisions 
hereof,  as  shall  be  determined  from  time  to  time  by  the 
Board  of  Directors  of  the  Company;  and 

Whereas  the  bonds  of  Series  of  6s  due  1950  (except  as 
herein  otherwise  provided)  arb  to  be  in  substantially  the 
following  forms : 


3 


(Form  of  Coupon  Bond) 
UNITED  STATES  OF  AMERICA 
State  of  New  York 


Form  of 
coupon  bond, 
Series  of  6s 
due  1950. 


ADIRONDACK  POWER  AND  LIGHT  CORPORATION 
First  and  Refunding  Mortgage  Gold  Bond 
No .  Series  of  6s  due  1950.  | . 

Adirondack  Power  and  Light  Corporation,  a  cor¬ 
poration  organized  and  existing  under  the  laws  of  the 
State  of  New  York  (herein  called  the  Company,  which 
term  shall  include  any  successor  corporation  as  de-  . 
fined  in  the  mortgage  or  deed  of  trust  hereinafter 
referred  to),  for  value  received  promises  to  pay  to  the 
bearer,  or,  if  this  bond  be  registered,  to  the  regis¬ 
tered  holder  hereof,  the  sum  of  dollars 

(I  )  on  March  1,  1950,  or  earlier  as  herein¬ 
after  provided,  with  interest  thereon  from  the  date 
hereof  at  the  rate  of  six  per  centum  (6%)  per 
annum,  payable  semi-annually  on  the  first  days  of 
March  and  September  in  each  year,  in  accordance 
with  and  upon  presentation  and  surrender  of  the  re¬ 
spective  coupons  attached  hereto  as  they  severally  be¬ 
come  due.  Both  principal  and  interest  of  this  bond  are 
to  be  paid  in  gold  coin  of  the  United  States  of  America 
of  or  equivalent  to  the  standard  of  weight  and  fineness 
existing  March  1,  1920,  at  the  office  or  agency  of  the 
Company  in  the  Borough  of  Manhattan,  City  of  New 
York,  and,  to  the  full  extent  permitted  by  law, 
without  deduction  for  any  tax,  assessment  or  other 
governmental  charge  (other  than  inheritance  and  suc¬ 
cession  taxes)  which  the  Company  or  the  Trustee  may 
be  required  or  permitted  to  pay  thereon  or  retain 


therefrom  under  any  present  or  future  law  of  the 
United  States  of  America,  or  of  any  State,  county, 
municipality  or  other  taxing  authority  therein,  except 
any  excess  of  any  Federal  income  tax  which  the  Com¬ 
pany  or  the  Trustee  may  be  required  to  retain  there¬ 
from  over  an  aggregate  in  any  one  year  of  two  per 
centum  (2%)  of  the  yearly  interest  hereon,  the  Com¬ 
pany  hereby  covenanting  to  pay  all  such  taxes, 
assessments  and  charges  except  as  aforesaid. 

This  bond  is  one  of  an  issue  of  unlimited  authorized 
amount,  of  coupon  bonds  or  registered  bonds  without 
coupons  or  both,  all  issued  or  to  be  issued  in  one  or 
more  series  under  and  equally  secured  by  a  mortgage 
or  deed  of  trust  dated  March  1,  1920,  executed  and  de¬ 
livered  by  Adirondack  Power  and  Light  Corpora¬ 
tion  to  Guaranty  Trust  Company  of  New  York,  as 
Trustee,  to  which  mortgage  or  deed  of  trust,  and  all 
instruments  supplemental  thereto,  reference  is  hereby 
made  for  a  description  of  the  property  mortgaged  as 
security  for  said  bonds,  the  rights  and  remedies  of  the 
holder  of  this  bond  in  regard  thereto,  and  the  terms 
and  conditions  upon  which  this  bond  is  issued,  secured, 
and  held.  This  bond  is  to  be  treated  as  negotiable 
subject  to  the  provisions  for  registration  as  to  prin¬ 
cipal  hereinbelow  provided  and  all  persons  are  invited 
by  the  Company  and  the  owner  for  the  time  being 
hereof  to  act  accordingly.  The  principal  and  interest 
hereby  secured  will  be  paid  without  regard  to  any 
equities  between  the  Company  and  the  original  or  any 
intermediate  holder  hereof. 

This  bond  may  be  called  at  the  option  of  the  Com¬ 
pany  for  payment  on  any  semi-annual  interest  date 
up  to  and  including  March  1,  1925,  at  par  and  seven 
and  one-half  per  centum  (7^%)  premium,  thereafter 
up  to  and  including  March  1,  1930,  at  par  and  six  and 


6 


one-half  per  centum  (6i/^%)  premium,  thereafter  up 
to  and  including  March  1,  1935,  at  par  and  five  and 
one-half  per  centum  (5^%)  premium,  thereafter  up 
to  and  including  March  1,  1940,  at  par  and  four  and 
one-half  per  centum  (41/2%)  premium,  thereafter  up 
to  and  including  March  1,  1945,  at  par  and  three  and 
one-half  per  centum  (3%%)  premium,  thereafter  up 
to  and  including  March  1,  1949,  at  par  and  two  and 
one-half  per  centum  (2%%)  premium,  and  thereafter 
at  par  and  one  and  one-half  per  centum  (1%%) 
premium,  together  in  each  case  with  interest  accrued 
to  the  call  day,  upon  sixty  days’  published  notice,  on 
the  conditions  and  in  the  manner  provided  in  said 
mortgage  or  deed  of  trust.  Interest  shall  cease  to 
accrue  on  this  bond,  if  it  is  so  called  and  payment  is 
duly  provided,  as  specified  in  said  mortgage  or  deed 
of  trust,  from  and  after  the  date  fixed  in  the  call  for 
such  payment. 

In  certain  events  of  default,  the  principal  of  this 
bond  may  become  or  be  declared  due  and  payable  be¬ 
fore  maturity,  as  provided  in  said  mortgage  or  deed 
of  trust. 

This  bond  with  all  coupons  for  future  interest 
hereon  is  either  singly  or  together  with  other  coupon 
bonds  of  the  same  series  as  this  bond  exchangeable 
at  the  option  of  the  holder  upon  payment  of  a  reason¬ 
able  charge,  but  subject  to  the  terms,  conditions  and 
limitations  expressed  in  said  mortgage  or  deed  of 
trust,  for  a  registered  bond  or  bonds  without  coupons 
of  the  same  series  as  this  bond  of  a  principal  amount 
equal  to  the  aggregate  principal  amounts  of  the  bond 
or  bonds  so  surrendered  for  exchange,  reference  being 
hereby  made  to  said  mortgage  or  deed  of  trust  for  a 
statement  of  the  said  terms,  conditions  and  limita¬ 
tions. 

This  bond  shall  pass  by  delivery  except  while  regis- 


6 


tered  as  to  principal.  This  bond,  but  not  its  coupons, 
may  from  time  to  time  be  registered  as  to  principal 
at  the  option  of  the  holder  on  the  books  of  the  Com¬ 
pany  at  its  office  or  agency  in  the  Borough  of  Manhat¬ 
tan,  City  of  New  York,  and  if  so  registered  shall  pass 
only  by  transfer  on  such  books,  unless  such  transfer 
shall  have  been  made  and  registered  to  bearer,  in 
which  case  it  shall  again  pass  by  delivery  until  again 
registered.  Kegistration  shall  not  affect  the  negoti¬ 
ability  of  the  coupons,  which  shall  continue  to  be 
transferable  by  delivery,  and  the  payment  of  any 
coupon  to  the  bearer  thereof  shall  be  a  discharge  of  the 
Company  in  respect  of  the  interest  therein  mentioned. 

It  is  a  part  of  the  contract  herein  contained  that 
each  holder  hereof  waives  all  right  of  recourse  to  any 
personal,  statutory,  or  other  liability  of  any  promoter, 
stockholder,  officer,  or  director,  past,  present  or  future, 
of  Adikondaok  Power  and  Light  Corporation,  or  of 
any  constituent  or  predecessor  corporation,  or  of  any 
corporation  with  which  the  Company  may  be  consoli¬ 
dated  or  into  which  it  may  be  merged,  or  of  any  other 
successor  corporation  (as  defined  in  said  mortgage 
or  deed  of  trust)  for  the  collection  of  any  indebted¬ 
ness  hereunder,  as  more  fully  provided  in  said  mort¬ 
gage  or  deed  of  trust. 

This  bond  shall  not  become  obligatory  for  any  pur¬ 
pose  or  be  entitled  to  any  security  or  benefit  under 
said  mortgage  or  deed  of  trust  until  the  certificate 
hereon  shall  have  been  signed  by  the  Trustee. 

In  witness  whereof,  Adirondack  Power  and  Light 
Corporation  has  caused  these  presents  to  be  signed 
in  its  name  and  behalf  by  its  president  or  a  vice- 
president,  and  by  its  secretary  or  an  assistant  secre¬ 
tary,  thereunto  duly  authorized,  and  its  corporate  seal 


7 


to  be  hereto  affixed,  and  lias  likewise  caused  the  an¬ 
nexed  coupons  to  be  authenticated  by  a  fac-simile  of 
the  signature  of  its  treasurer,  as  of  this  first  day  of 
March,  a.d.  1920. 

ADIKONDACK  POWER  AND  LIGHT 
CORPORATION, 

By 

President. 


And  by 


Secretary. 


(Form  of  Interest  Coupon) 

$ .  No . 

On  the  first  day  of  ?  19  ,  Adiron¬ 

dack  Power  and  Light  Corporation  will  pay  to  the 
bearer,  at  the  office  or  agency  of  the  Company  in  the 
Borough  of  Manhattan,  City  of  New  York,  (provided 
the  bond  mentioned  below  shall  not  have  been 
called  for  previous  redemption  and  payment  duly 
provided  therefor), 

dollars  (f  )  in  gold  coin  of  the  United  States 

of  America  of  the  March  1,  1920,  standard  of  weight 
and  fineness,  being  six  months’  interest  then  due  on 
its  First  and  Refunding  Mortgage  Gold  Bond  Series 
of  6s  due  1950,  No. 


Form  of 
coupon. 


Treasurer. 


8 


Form  of 

Trustee’s 

certificate. 


(Form  of  Trustee’s  Certificate) 

This  bond  is  one  of  the  coupon  bonds  referred  to  in 
the  within-mentioned  mortgage  or  deed  of  trust. 

GUARANTY  TRUST  COMPANY 
OF  NEW  YORK,  Trustee, 


By 


Vice-President. 


Form  for 
registration. 


(Form  for  Registration) 

Notice:  No  writing  hereon  except  by  an  officer 
of  the  Company  or  the  Trustee. 


DATE  OF  REGISTRY  IN  WHOSE  NAME  OFFICER  OR  AGENT 

REGISTERED  FOR  REGISTRATION 


(Endorsements) 

(For  forms  of  certain  endorsements  see  article  I  below.) 


9 


(Form  of  Registered  Bond  without  Coupons) 


UNITED  STATES  OF  AMERICA. 

State  of  New  York 

ADIRONDACK  POWER  AND  LIGHT  CORPORA¬ 
TION 


Form  of 
registered 
bond  without 
coupons, 
Series  of  6s 
due  1950. 


First  and  Refunding  Mortgage  Gold  Bond 
No .  Series  of  6s  due  1950.  | . 

Adirondack  Power  and  Light  Corporation,  a  cor¬ 
poration  organized  and  existing  under  the  laws  of  the 
State  of  New  York  (herein  called  the  Company,  which 
term  shall  include  any  successor  corporation  as  de¬ 
fined  in  the  mortgage  or  deed  of  trust  hereinafter 
referred  to),  for  value  received,  promises  to  pay  to 

or  registered  assigns  the  sum  of 
dollars  ( |  ) 

on  March  1,  1950,  or  earlier  as  hereinafter  pro¬ 
vided,  with  interest  thereon  from  the  first  day  of 
March  or  the  first  day  of  September,  as  the  case 
may  be,  next  xireceding  the  date  of  certification  hereof, 
or  from  the  date  of  such  certification  if  it  be  a  first 
day  of  March  or  a  first  day  of  September,  at  the 
rate  of  six  per  centum  (6%)  iier  annum,  pay¬ 
able  semi-annually  on  the  first  days  of  March  and 
September  in  each  year.  Botli  principal  and  interest 
of  this  bond  are  to  be  paid  in  gold  coin  of  the  United 
States  of  America  of  or  equivalent  to  the  standard  of 
weight  and  fineness  existing  March  1,  1920,  at  the  office 
or  agency  of  the  Comxiany  in  the  Borough  of  Manhat¬ 
tan,  City,  of  New  York,  and,  to  the  full  extent  permit- 


10 


ted  by  law,  witliout  deduction  for  any  tax,  assessment 
or  other  governmental  charge  (other  than  inheritance 
and  succession  taxes)  which  the  Company  or  the 
Trustee  may  be  required  or  permitted  to  pay  thereon 
or  retain  therefrom  under  any  present  or  future  law 
of  the  United  States  of  America,  or  of  any  State, 
county,  municipality  or  other  taxing  authority  therein, 
except  any  excess  of  any  federal  income  tax  which  the 
Company  or  the  Trustee  may  be  required  to  retain 
therefrom  over  an  aggregate  in  any  one  year  of  two 
per  centum  (2%)  of  the  yearly  interest  hereon,  the 
Company  hereby  covenanting  to  pay  all  such  taxes, 
assessments  and  charges  except  as  aforesaid. 

This  bond  is  one  of  an  issue  of  unlimited  authorized 
amount,  of  coupon  bonds  or  registered  bonds  without 
coupons  or  both,  known  as  First  and  Refunding  Mort¬ 
gage  Gold  Bonds,  all  issued  or  to  be  issued  in  one  or 
more  series  under  and  equally  secured  by  a  mort¬ 
gage  or  deed  of  trust  dated  March  1,  1920,  executed 
and  delivered  by  Adirondack  Power  and  Light 
Corporation  to  Guaranty  Trust  Company  of  New 
York  as  Trustee,  to  which  mortgage  or  deed  of  trust, 
and  all  instruments  supplemental  thereto,  reference  is 
hereby  made  for  a  description  of  the  property  mort¬ 
gaged  as  security  for  said  bonds,  the  rights  and  rem¬ 
edies  of  the  holder  of  this  bond  in  regard  thereto,  and 
the  terms  and  conditions  upon  which  this  bond  is 
issued,  secured  and  held.  This  bond  is  to  be  treated  as 
negotiable  subject  to  the  requirements  for  registration 
hereinbelow  provided  and  all  persons  are  invited  by 
the  Company  and  the  owner  for  the  time  being  hereof 
to  act  accordingly.  The  principal  and  interest  hereby 
secured  will  be  paid  without  regard  to  any  equities 
between  the  Company  and  the  original  or  any  inter¬ 
mediate  holder  hereof. 


11 


This  bond  may  be  called  at  the  option  of  the  Com¬ 
pany  for  payment  on  any  semi-annual  interest  date 
np  to  and  including  March  1,  1925,  at  par  and  seven 
and  one-half  per  centum  (7^2%)  premium,  thereafter 
up  to  and  including  March  1,  1930,  at  par  and  six  and 
one-half  per  centum  (6^%)  premium,  thereafter  np 
to  and  including  March  1,  1935,  at  par  and  five  and 
one-half  per  centum  (5^%)  premium,  thereafter  up 
to  and  including  March  1,  1940,  at  par  and  four  and 
one-half  per  centum  (4^%)  premium,  thereafter  up 
to  and  including  March  1,  1945,  at  par  and  three  and 
one-half  per  centum  (3^%)  premium,  thereafter  up 
to  and  including  March  1,  1949,  at  par  and  two  and 
one-half  per  centum  (2^%)  premium,  and  thereafter 
at  par  and  one  and  one-half  per  centum  (1^%) 
premium,  together  in  each  case  with  interest  accrued 
to  the  call  day,  upon  sixty  days’  published  notice,  on 
the  conditions  and  in  the  manner  provided  in  said 
mortgage  or  deed  of  trust.  Interest  shall  cease  to 
accrue  on  this  bond,  if  it  is  so  called  and  payment  is 
duly  provided,  as  specified  in  said  mortgage  or  deed  of 
trust,  from  and  after  the  date  fixed  in  the  call  for 
such  payment. 

In  certain  events  of  default,  the  principal  of  this 
bond  may  become  or  be  declared  due  and  payable 
before  maturity,  as  provided  in  said  mortgage  or  deed 
of  trust. 

This  bond  is  transferable  by  the  registered  holder 
hereof  in  person  or  by  attorney  duly  authorized  on 
the  books  of  the  Company  at  its  office  or  agency  in 
the  Borough  of  Manhattan,  City  of  New  York, 
upon  surrender  and  cancellation  of  this  bond, 
and  thereupon  a  new  registered  bond  or  bonds 
without  coupons  of  the  same  series  as  this  bond,  for 
an  equivalent  principal  amount,  having  endorsed 
thereon  the  same  issue  number  or  numbers  of  coupon 


12 


bonds  as  are  endorsed  hereon,  will  be  issued  to  the 
transferee  or  transferees  in  exchange  herefor,  as  pro¬ 
vided  in  said  mortgage  or  deed  of  trust ;  or  at  the  option 
of  the  registered  holder  hereof  this  bond  is  either 
singly  or  together  with  other  registered  bonds  with¬ 
out  coupons  of  the  same  series  as  this  bond  exchange¬ 
able  upon  payment  of  a  reasonable  charge,  but  sub¬ 
ject  to  the  terms,  conditions  and  limitations  expressed 
in  said  mortgage  or  deed  of  trust,  for  a  coupon 
bond  or  bonds  of  the  same  series  of  a  principal 
amount  equal  to  the  aggregate  principal  amounts 
of  the  bond  or  bonds  so  surrendered  for  exchange,  and 
having  attached  thereto  coupons  for  all  future  inter¬ 
est,  reference  being  hereby  made  to  said  mortgage  or 
deed  of  trust  for  a  statement  of  said  terms,  conditions 
and  limitations. 

Payment  of  interest  by  the  Company  to  the  regis¬ 
tered  holder  of  this  bond  shall  be  a  discharge  of  the 
Company  in  respect  of  such  interest. 

It  is  a  part  of  the  contract  herein  contained  that 
each  holder  hereof  waives  all  right  of  recourse  to  any 
personal,  statutory,  or  other  liability  of  any  promoter 
stockholder,  officer,  or  director,  past,  present  or  fu¬ 
ture,  of  Adirondack  Power  and  Light  Corporation, 
or  of  any  constituent  or  predecessor  corporation,  or 
of  any  corporation  with  which  the  Company  may  be 
consolidated  or  into  which  it  may  be  merged,  or  of  any 
other  successor  corporation  (as  defined  in  said  mort¬ 
gage  or  deed  of  trust)  for  the  collection  of  any  indebt¬ 
edness  hereunder,  as  more  fully  provided  in  said  mort¬ 
gage  or  deed  of  trust. 

This  bond  shall  not  become  obligatory  for  any  pur¬ 
pose,  or  be  entitled  to  any  security  or  benefit  under 
said  mortgage  or  deed  of  trust,  until  the  certificate 
hereon  shall  have  been  signed  by  the  Trustee. 


13 


In  witness  whereof,  Adirondack  Power  and  Light 
Corporation  has  caused  these  presents  to  be  signed  in 
its  name  and  behalf  by  its  president  or  a  vice-presi¬ 
dent,  and  by  its  secretary  or  an  assistant  secretary, 
thereunto  duly  authorized,  and  its  corporate  seal  to  be 
hereto  affixed,  as  of  this  first  day  of  March,  1920. 

ADIRONDACK  POWER  AND  LIGHT 
CORPORATION, 


By 


President. 


And  by 


Secretary. 


(Form  op  Trustee^s  Certificate) 

This  bond  is  one  of  the  registered  bonds  without 
coupons  referred  to  in  the  within-mentioned  mortgage 
or  deed  of  trust. 

New  York, 

GUARANTY  TRUST  COMPANY 
OF  NEW  YORK,  Trustee, 


By 


Vice-President. 


(Endorsements) 

(For  forms  of  certain  endorsements  see  article  I 
below. ) 


Form  of 

Trustee’s 

certificate. 


14 


Form  for 
transfer. 


Authorization 
and  validity 
of  bonds  and 
mortgage. 


(Form  for  Transfer) 

For  value  received  hereby  assign  and  transfer 
unto  the  principal  of 

the  within  bond  together  with  accrued  interest  there¬ 
on,  hereby  irrevocably  constituting  and  appointing 

attorney  to  transfer 
the  said  bond  on  the  books  of  the  within-mentioned 
Company  with  full  power  of  substitution  in  the  prem¬ 
ises. 

Dated  19  . 

In  the  presence  of 


and 

Whereas  all  acts,  proceedings  and  things  necessary  and 
required  by  law  and  the  by-laws  of  the  Company  to  make 
all  the  bonds  which  from  time  to*  time  may  be  certified  by 
the  Trustee  to  be  bonds  referred  to  in  this  mortgage  or 
deed  of  trust,  the  valid,  binding  and  legal  obligations  of 
the  Company  and  to  constitute  these  presents  a  valid  and 
effective  indenture  of' mortgage  to  secure  the  payment  of 
said  bonds,  have  been  done  and  performed  and  the  creation, 
issue  and  delivery  from  time  to  time  of  said  bonds  and  the 
execution  and  delivery  of  this  indenture  have  been  in  all 
respects  duly  authorized; 

Now,  THEREFORE,  THIS  INDENTURE  WITNESSETH  I 


Granting 

clause. 


That  in  order  to  secure  equally  and  ratably  the  pay¬ 
ment  of  the  principal  and  interest  of  the  bonds  issued  here- 


15 


under  at  any  time  outstanding,  and  the  performance  of  all 
the  covenants  and  conditions  herein  and  in  said  bonds  con¬ 
tained,  and  in  consideration  of  the  premises  and  of  the  pur¬ 
chase  and  acceptance  of  said  bonds  by  the  holders  thereof, 
and  for  other  valuable  consideration,  the  Company  has 
granted,  bargained,  sold,  conveyed,  transferred,  assigned, 
remised,  released,  mortgaged,  set  over  and  confirmed,  and 
by  these  presents  does  grant,  bargain,  sell,  convey,  trans¬ 
fer,  assign,  remise,  release,  mortgage,  set  over  and  confirm 
unto  the  Trustee,  its  successors  and  assigns,  all  the  real  and 
personal  property,  franchises  and  privileges  now  owned  or 
hereafter  acquired  by  the  Company  (excepting,  however, 
any  and  all  shares  of  stock  and  other  certificates  or 
evidences  of  interest,  and  bonds,  notes  and  other  evidences 
of  indebtedness,  of  any  person,  firm,  corporation  or  associ¬ 
ation,  and  the  interest  and  indebtedness  represented  there¬ 
by,  which  are  not  specifically  embraced  herein  or  in  an 
indenture  supplemental  hereto  or  actually  deposited  with 
the  Trustee),  including  particularly  and  without  restrict¬ 
ing  the  generality  of  the  foregoing  grant,  the  following 
property,  namely: 


I. 

SCHENECTADY  POWER  COMPANY  PROPERTIES. 

All  the  property,  rights,  titles  or  interests  of  the  Company 
formerly  owned  by  Schenectady  Power  Company  and  compris¬ 
ing,  among  other  things,  two  hydro-electric  plants  with  their 
appurtenant  water  rights,  and  certain  transmission  lines  and 
distribution  systems  with  their  appurtenant  franchises  and 
auxiliary  apparatus,  substantially  as  follows : 

Johnsonville  hydro-electric  plant.  On  the  Hoosac  River  at 
Johnsonville.  Concrete  dam,  brick,  steel  and  concrete,  power 
house,  installed  generating  capacity  of  approximately  3,600 
kilowatts  and  auxiliary  apparatus. 

Schaghticoke  hydro-electric  plant.  On  the  Hoosac  River  at 
Schaghticoke.  Concrete  dam,  canal,  steel  pen  stock,  brick, 


Description 

of  property  : 

Schenectady 

Power 

Company 

properties. 


16 


steel  and  concrete  power  house,  installed  generating  capacity 
of  approximately  12,000  kilowatts  and  auxiliary  apparatus. 

Transmission  lines.  Johnson ville  to  Schaghticoke  and 
Schaghticoke  to  Schenectady. 

Distribution  systems.  In  Johnsonville,  Schaghticoke  and 
Valley  Falls. 

The  property  described  under  this  heading  includes,  among 
other  things,  all  the  property,  rights,  titles  or  interests  con¬ 
veyed  to  Schenectady  Power  Company,  either  under  that  name 
or  under  the  name  under  which  it  was  incorporated,  viz., 
Schaghticoke  Electric  Company,  by  the  following  grantors,  by 
instruments  dated  and  recorded  as  follows,  for  a  more  par¬ 
ticular  description  whereof  reference  to  the  said  instruments 


is  hereby  made : 


t - Rec 

orded — 

Grantor 

Date 

County 

Boole  of 
Deeds 

Page 

George  E.  Greene 

Aug.  20, 1903 

Rensselaer 

291 

66 

George  E.  Greene 

Sept.  30, 1903 

Rensselaer 

291 

340 

Schaghticoke  Mills  Company 

Sept.  5, 1906 

Rensselaer 

307 

300 

Schaghticoke  Mills  Company 

Oct.  29, 1906 

Rensselaer 

307 

414 

Addie  B.  Sprague 

Nov.  5, 1906 

Rensselaer 

313 

91 

Empire  Mill  &  Coal  Company 

Nov.  12, 1906 

Rensselaer 

313 

161 

Mary  and  John  Condee 

Nov.  22, 1906 

Rensselaer 

313 

95 

Richard  C.  Gunner 

Nov.  22, 1906 

Rensselaer 

313 

95 

Daniel  Dougherty  et  al. 

Dec.  1, 1906 

Rensselaer 

313 

96 

Elizabeth  R.,  Elisha  S.,  and 

F.  M.  Baucus 

Dec.  14, 1906 

Rensselaer 

313 

98 

William  Speenburg  and  wife 

Dec.  17, 1906 

Rensselaer 

313 

99 

Thomas  W.  McQuirk 

Dec.  17, 1906 

Rensselaer 

313 

100 

William  S.  Gordon 

Jan.  5, 1907 

Rensselaer 

313 

101 

Anna  M.  and  Russell  T. 
Congdon 

Jan.  11, 1907 

Rensselaer 

313 

102 

Dora  L.  Hunt 

Jan.  15, 1907 

Rensselaer 

313 

104 

Watson  N.  Sprague  and  wife 

Feb.  4, 1907 

Rensselaer 

313 

105 

Emmet  N.  Akin  and  wife 

Feb.  14,  1907 

Rensselaer 

313 

106 

Laflin  &  Rand  Powder  Company 

Feb.  14, 1907 

Rensselaer 

313 

147 

Laflin  &  Rand  Powder  Company 

Feb.  14, 1907 

Rensselaer 

313 

149 

James  Keyes  and  wife 

Feb.  27, 1907 

Rensselaer 

313 

108 

Katherine  E.  Tarbell 

Feb.  28, 1907 

Rensselaer 

313 

157 

Marion  H.  Gamble 

Mar.  27, 1907 

Rensselaer 

313 

109 

Edgar  B.  Chase  and  wife 

Mar.  27, 1907 

Washington 

144 

336 

Theodore  and  Minnie  Button 

Mar.  27,  1907 

Rensselaer 

313 

110 

Cable  Flax  Mills 

Mar.  28, 1907 

Rensselaer 

324 

352 

Alexander  Diver  and  wife 

Mar.  29, 1907 

Rensselaer 

313 

112 

Arvilla  E.  Diver 

Mar.  29, 1907 

Rensselaer 

313 

157 

Alice  Tierney 

Mar.  29, 1907 

Rensselaer 

313 

113 

Warren  and  Delia  Akin 

Apr.  1, 1907 

Rensselaer 

313 

115 

Charles  King  and  wife 

May  2, 1907 

Washington 

144 

333 

Richard  C.  Gunner 

May  28, 1907 

Rensselaer 

313 

116 

Sarah  E.  Hall 

May  29, 1907 

Washington 

144 

335 

William  W.  Bryan 

June  7, 1907 

Rensselaer 

313 

117 

Mary  C.  Burlingame 

June  11, 1907 

Rensselaer 

313 

118 

Jane  B.  and  Rhoda  M.  Curtis 

June  25, 1907 

Rensselaer 

313 

119 

Herbert  A.  Burch  and  wife 

June  29, 1907 

Washington 

144 

338 

Charles  A.  Miller  and  wife 

July  1, 1907 

Rensselaer 

313 

120 

17 


■Recorded — 
Book  of 


Grantor 

Date 

County 

Deeds 

Page 

Sidney  E.  Durfee  and  wife 

Aug.  12, 1907 

(  Rensselaer 

1  Washington 

313 

144 

121 

626 

Ettie  M.  Phillips  et  al 

Aug.  27, 1907 

Rensselaer 

313 

123 

George  E.  Greene  and  wife 

Sept.  19, 1907 

Rensselaer 

313 

125 

John  G.  Durfee  and  wife 

Sept.  25, 1907 

Washington 

144 

331 

Dexter  I.  and  Hattie  Dunham 

Sept.  25, 1907 

Saratoga 

268 

448 

George  and  Ruth  Jones 

Sept.  26, 1907 

Saratoga 

268 

451 

Howard  W.  Starr  and  wife 

Oct.  2, 1907 

Rensselaer 

313 

129 

Francis  B.  Cornell 

Oct.  3, 1907 

Rensselaer 

313 

133 

Willie  H.  Rich 

Oct.  16, 1907 

Washington 

144 

332 

Lewis  Bickford  and  wife 

Oct.  17, 1907 

Rensselaer 

313 

126 

Lewis  Bickford  and  wife 

Oct.  17, 1907 

Rensselaer 

313 

127 

Elizabeth  A.  Vander  Vost  et  al. 

Oct.  IS,  1907 

Saratoga 

268 

449 

Howard  W.  Starr  and  wife 

Oct.  25, 1907 

Rensselaer 

313 

132 

Noe  Trahan 

Nov.  8, 1907 

Saratoga 

268 

462 

Marcus  L.  Aikin  and  wife 

Nov.  8, 1907 

Rensselaer 

313 

134 

Thomas  McCune  and  wife 

Nov.  20, 1907 

Rensselaer 

313 

136 

excepting  such  portion  as 

may  have 

been  dedicated  for  highway  purposes 

Thomas  McCune  and  wife 

Nov.  20, 1907 

Rensselaer 

322 

108 

excepting  such  portion  as 

may  have 

been  dedicated  for  highway  purposes 

Adam  Y.  Myers  and  wife 

Nov.  22, 1907 

Rensselaer 

313 

137 

K.  and  S.  Rafinski 

Nov.  23, 1907 

Saratoga 

268 

456 

Benjamin  F.  Corey  and  wife 

Nov.  25, 1907 

Rensselaer 

313 

138 

Fred  H.  Aikin 

Nov.  26, 1907 

Rensselaer 

313 

140 

Ruth  A.  Hayner 

Nov.  26, 1907 

Rensselaer 

313 

155 

Clarence  E.  Akin  and  wife 

Nov.  27, 1907 

Rensselaer 

313 

322 

Willis  P.  Smith 

Nov.  29, 1907 

Saratoga 

270 

138 

Alice  H.  Smith 

Dec.  2, 1907 

Saratoga 

270 

139 

Valdy  E.  Akin  and  wife 

Dec.  20, 1907 

Rensselaer 

313 

175 

Jacob  Welling 

Alice  C.  Fort,  Executrix  & 

Jan.  9, 1908 

Rensselaer 

313 

340 

Trustee  under  will  Sophia 
Gifford 

Jan.  9, 1908 

Rensselaer 

313 

312 

Alice  C.  Fort  et  al. 

Jan. 9, 1908 

Rensselaer 

313 

313 

Thomas  R.  Mills  et  al. 

Jan.  15, 1908 

Rensselaer 

314 

23 

Emily  F.  Button 

Jan.  28, 1908 

Rensselaer 

320 

366 

Thomas  F.  Bryer  et  al. 

Jan.  29, 1908 

Saratoga 

268 

464 

Flora  L.  Williams 

Schaghticoke  Mills  Company, 

Jan.  29, 1908 

Saratoga 

268 

447 

by  Charles  H.  Tolhurst  et 
al..  Trustees  in  Bankruptcy 

Jan.  31, 1908 

Rensselaer 

313 

456 

Howard  W.  Starr  and  wife 

Feb.  8, 1908 

Rensselaer 

313 

509 

A.  B.  and  L.  J.  Nash 

Feb.  10, 1908 

Saratoga 

268 

459 

Melville  L.  Akin 

Feb.  12, 1908 

Rensselaer 

313 

505 

Lucinda  Kings 

Feb.  17, 1908 

Saratoga 

268 

438 

J.  Vander  Car 

Feb.  17, 1908 

Saratoga 

268 

463 

M.  C.  Flagler  and  wife 

Feb.  21, 1908 

Saratoga 

268 

461 

Theodore  Button  and  wife 

Feb.  26, 1908 

Rensselaer 

318 

301 

ilharles  Buffett 

Feb.  28, 1908 

Not  recorded 

William  and  George  Gow  et  al. 

Feb.  29, 1908 

Rensselaer 

314 

337 

Clarence  E.  Akin  and  wife 

Mar.  5, 1908 

Rensselaer 

314 

444 

Fred  H.  Akin 

Mar.  5, 1908 

Rensselaer 

314 

445 

J.  E.  Johnson  and  wife 

Mar.  10, 1908 

Saratoga 

268 

458 

A.  C.  Peck  et  al. 

Mar.  11, 1908 

Saratoga 

268 

460 

J.  K.  Losee  and  wife 

Mar.  13, 1908 

Saratoga 

268 

439 

J.  F.  Vanderpool  et  al 

Mar.  14, 1908 

Schenectady 

186 

324 

-Recorded — 
Book  of 


Grantor 

Date 

County 

Deeds 

Page 

H.  M.  Rexford 

Mar.  16, 1908 

Saratoga 

268 

445 

W.  J.  Esmond  et  al. 

Mar.  19, 1908 

Saratoga 

268 

442 

N.  C.  Hayes  et  al. 

Mar.  19, 1908 

Saratoga 

268 

443 

F.  P.  Smith  et  al. 

Mar.  20, 1908 

Saratoga 

268 

465 

Julia  A.  Doten  et  al. 

Mar.  21, 1908 

Saratoga 

268 

468 

Stephen  Smith  et  al. 

Mar.  27, 1908 

Saratoga 

268 

453 

Alelville  L.  Aikin 

Mar.  28, 1908 

Rensselaer 

314 

446 

T.  and  H.  Zimnickey 

Apr.  11, 1908 

Saratoga 

268 

440 

Katherine  S.  Rose 

Apr.  13, 1908 

Schenectady 

186 

319 

Marvin  Fellows 

Apr.  14, 1908 

Saratoga 

267 

436 

M.  and  M.  A.  Butler 

Apr.  14, 1908 

Saratoga 

268 

450 

George  H.  and  Stella  Smith 

Apr.  16, 1908 

Saratoga 

267 

439 

J  ames  Plant  and  wife 

Apr.  16, 1908 

Saratoga 

267 

438 

George  R.  and  Ada  Martin 

Apr.  24, 1908 

Saratoga 

267 

438 

John  E.  Nessle  et  al. 

Apr.  25, 1908 

Saratoga 

268 

452 

Annie  E.  and  Katie  Collins 

Apr.  29, 1908 

Schenectady 

188 

11 

S.  J.  and  Geo.  Hunter 

Apr.  30, 1908 

Saratoga 

268 

463 

Henry  and  Sarah  E.  Thierolf 

May  18, 1908 

Saratoga 

268 

441 

F.  W.  and  M.  L.  Betts 

June  1, 1908 

Saratoga 

268 

454 

Jane  M.  McKain 

June  9, 1908 

Saratoga 

268 

446 

William  Oashin  et  al. 

June  11, 1908 

Schenectady 

186 

317 

Mary  E.  and  Harriet  I.  Snyder 

June  26, 1908 

Rensselaer 

318 

304 

Wilhelmina  Berning  et  al. 

June  29, 1908 

Schenectady 

190 

26 

J.  C.  Nott  et  al. 

July  2, 1908 

Saratoga 

268 

457 

James  B.  McKain  and  wife 

July  10, 1908 

Saratoga 

268 

466 

Mary  E.  Yelverton 

July  11, 1908 

Schenectady 

188 

10 

Charles  Whitney  and  wife 

July  15, 1908 

Rensselaer 

316 

231 

Sabra  A.  Mabb 

July  20, 1908 

Rensselaer 

318 

303 

Joseph  Morris  and  wife 

July  24, 1908. 

Saratoga 

268 

455 

Edgar  M.  and  Charlotte 
Tourtellot 

July  24, 1908 

Saratoga 

268 

455 

George  H.  Golden  and  wife 

Aug.  5, 1908 

Rensselaer 

318 

302 

C.  E.  Aikin  and  Alva  J.  Thurber  Aug.  10, 1908 

Rensselaer 

317 

1 

Charles  H.  Beckstein  and  wife 

Aug.  21, 1908 

Rensselaer 

319 

27 

V.  Bath  and  wife 

Aug.  29, 1908 

Schenectady 

186 

316 

Alida  M.  Webster 

Sept.  9, 1908 

Rensselaer 

318 

303 

Ackermann  Estate,  by  George 
Featherstonbaugh  and  M.  I. 
Ackermann,  Executors 

Oct.  5, 1908 

Schenectady 

186 

323 

Alva  J.  Thurber 

Oct.  21, 1908 

Rensselaer 

317 

407 

May  Gifford  et  al. 

Oct.  22, 1908 

Rensselaer 

319 

32 

Albert  and  Edith  Gifford 

Nov.  2, 1908 

Rensselaer 

319 

198 

William  Gow  and  wife 

Nov.  13, 1908 

Rensselaer 

319 

30 

Elizabeth  P.  Gow  et  al. 

Nov.  13, 1908 

Rensselaer 

319 

34 

Michael  and  Ann  Culnane 

Nov.  21, 1908 

Rensselaer 

319 

28 

William  A.  and  Susie  T.  Gage 

Nov.  21, 1908 

Rensselaer 

319 

31 

Ira  Herrington 

Nov.  24, 1908 

Rensselaer 

319 

24 

P.  and  M.  Murray 

Dec.  8, 1908 

Rensselaer 

319 

35 

James  and  Mary  Callahan 

Dec.  9, 1908 

Rensselaer 

318 

217 

Mary  A.  Downs  et  al. 

.Jan.  8, 1909 

Rensselaer 

322 

177 

Herman  G.  Port  et  al. 

Jan.  8, 1909 

Rensselaer 

320 

86 

James  Powers 

Jan.  8, 1909 

Rensselaer 

319 

36 

Albert  and  Nellie  L.  Allen 

Jan.  11, 1909 

Rensselaer 

319 

25 

James  Beecroft  and  wife 

Jan.  11, 1909 

Rensselaer 

319 

26 

Daniel  J.  Casey 

Jan.  18, 1909 

Rensselaer 

319 

29 

John  E.  and  Anna  F.  Ralston 

Jan.  29, 1909 

Rensselaer 

320 

223 

George  W.  Lohnes,  Committee 
for  Augustus  G.  Downs 

Apr.  2, 1909 

Rensselaer 

322 

211 

19 


-Recorded — 
Book  of 


Grantor 

Date 

County 

Deeds 

Page 

Lorenzo  B.  Baker  et  al. 

Apr.  22, 1909 

Rensselaer 

330 

468 

William  Haggerty  and  wife 

May  25, 1909 

Rensselaer 

321 

168 

Arthur  G.  Atwood  and  wife 

Oct.  20, 1909 

Not  recorded 

George  Fares  and  wife 

Nov.  8, 1909 

Rensselaer 

324 

222 

William  Cashin  et  al. 

Jan.  8, 1910 

Schenectady 

194 

40 

Ora  A.  and  Addison  Moflitt 

Mar.  5, 1910 

Rensselaer 

326 

74 

Edgar  B.  Chase  and  wife 

Edgar  B.  Chase  and  wife,  and 

Mar.  12, 1910 

Rensselaer 

326 

149 

F.  Pratt 

Mar.  19, 1910 

Washington 

150 

44 

Beekman  Estate 

Fannie  C.  Reinhart  and 

Apr.  29, 1910 

Schenectady 

194 

397 

husband 

June  28, 1910 

Washington 

150 

473 

Emily  J.  and  Edgar  B.  Chase 

D.  M.  Pratt  and  wife  and 

July  9, 1910 

Rensselaer 

334 

185 

Lucinia  Pratt 

July  19, 1910 

Washington 

150 

517 

James  E.  Lawlor  et  al. 

July  19, 1910 

Washington 

150 

519 

Fred  M.  Dewey  and  wife 

July  20, 1910 

W  ashington 

150 

562 

E.  K.  Brownell,  individually 

Oct.  8, 1910 

Rensselaer 

330 

81 

E.  K.  Brownell,  Guardian 

Oct.  8, 1910 

Rensselaer 

330 

82 

James  and  Mary  A.  Fagan 

Oct.  10, 1910 

Rensselaer 

330 

245 

Margaret  Groesbeck 

Oct.  10, 1910 

Washington 

151 

278 

Emma  J.  Brownell  and  husband  Oct.  17, 1910 

Washington 

151 

276 

J.  C.  Herrington  et  al. 

Dec.  24, 1910 

Rensselaer 

332 

277 

Irving  Herrington 

Dec.  28, 1910 

Rensselaer 

369 

210 

Emma  J.  Brownell  and  husband 

Apr.  1, 1911 

Rensselaer 

333 

59 

Benjamin  A.  Almy  and  wife 

May  3, 1911 

Washington 

153 

5 

James  Keyes 

May  23, 1911 

Rensselaer 

333 

490 

John  P.  Nutting  and  wife 

Sept.  11, 1911 

Rensselaer 

335 

444 

James  C.  Johnston 

Sept.  30, 1911 

Rensselaer 

336 

187 

Bertha  Florence  Gooding 

Dec.  22, 1911 

Rensselaer 

337 

247 

John  B.  Sherman  and  wife 

Jap.  4, 1912 

Rensselaer 

337 

374 

John  B.  Sherman  and  wife 

Jan.  18, 1912 

Rensselaer 

337 

473 

H.  Eycleshymer  and  wife 

Mar.  16, 1912 

Rensselaer 

340 

430 

Mabel  Alice  and  George  Warren 

May  21, 1912 

Rensselaer 

380 

221 

Elizabeth  M.  Baucus  et  al. 

Ruth  A.  Akin,  individually 

July  3, 1912 

Rensselaer 

341 

300 

and  as  executrix 

Apr.  18, 1913 

Rensselaer 

346 

300 

Charles  A.  Miller 

May  2, 1914 

Rensselaer 

353 

321 

Excepting  from  the  properties  conveyed  by  the  above  men¬ 
tioned  instruments  (1)  such  parts  thereof  and  such  interests 
therein  as  were  conveyed  by  Schenectady  Power  Company, 
either  under  that  name  or  under  the  name  under  which  it  was 
incorporated,  viz.,  Schaghticoke  Electric  Company,  to  the  fol¬ 
lowing  grantees,  by  instruments  dated  and  recorded  as  follows, 
for  a  more  particular  description  whereof  reference  to  the  said 
instruments  is  hereby  made: 

, - Recorded - , 

Book  of 

Grantee  Date  ■  County  Deeds  Page 


Thomas  McGuirk  Dec. 

D.  M.  Button  Aug. 

Lovina  Viall  Dec. 

Horace  Austin  ,  Dec. 

Dora  L.  Hunt  Nov. 

Samuel  Skiff  Apr. 


8, 1906 

Rensselaer 

323 

233 

19, 1908 

Rensselaer 

317 

47 

24, 1908 

Not  recorded 

31, 1909 

Washington 

149 

344 

1, 1910 

Rensselaer 

330 

309 

1,  1911 

Rensselaer 

333 

317 

20 


East  Creek 
properties. 


Recorded- 


Grantee 

Date 

County 

Book  of 
Deeds 

Page 

James  Keyes 

May  23,  1911 

Not  recorded 

Lemuel  J.  Durfee 

Feb.  22, 1913 

Rensselaer 

345 

324 

The  Augustinian  Society  of 
New  York 

Feb.  14, 1914 

Rensselaer 

352 

230 

M.  Ruthosky  and  wife 

Dec.  1, 1916 

Rensselaer 

369 

29 

Washington-Rensselaer  County- 
Cooperative  Association 

Nov.  9, 1917 

Rensselaer 

374 

273 

Laurence  B.  Brockett 

Nov.  9, 1917 

Rensselaer 

377 

396 

Buskirk  Dairy  Association 

July  26, 1918 

Rensselaer 

377 

473 

C.  A.  Renwick 

Dec.  18, 1918 

Rensselaer 

387 

47 

and  (2)  such  parts  thereof  and  such  interests  therein  as  were 
agreed  to  be  conveyed  to  the  following  persons  by  the  following 
agreements : 

Clifford  P.  Burch,  agreement  dated  April  1,  1913,  for  pur¬ 
chase  of  certain  lands  on  the  north  side  of  the  Hoosac  River 
at  Buskirk,  formerly  belonging  to  Fred  M.  Dewey,  Emma  J. 
Brownell,  Margaret  Groesbeck  and  Janies  Lawler,  being  parts 
of  the  lands  in  Washington  County  conveyed  to  the  Company 
by  said  parties  respectively  by  the  deeds  above  mentioned. 

Clifford  P.  Burch,  agreement  dated  April  1,  1914,  for  pur¬ 
chase  of  certain  lands  on  the  south  side  of  the  Hoosac  River  at 
Buskirk,  being  a  part  of  the  lands  conveyed  to  the  company 
by  Ruth  A.  Hayner  by  above  mentioned  deed  dated  November 
26,  1907. 

George  D.  Seymour,  agreement  dated  April  24,  1920,  for 
purchase  of  that  part  of  the  so-called  Caroline  Downs  Buck’s 
Neck  Farm  bordering  on  the  highway  and  having  a  frontage  on 
the  highway  of  about  1,100  feet,  being  1,600  feet  deep  on  the 
east  side  and  1,500  feet  deep  on  the  west  side,  being  a  part  of 
the  lands  conveyed  to  the  Company  by  George  E.  Greene  by 
above  mentioned  deed  dated  August  20,  1903. 

II. 

EAST  CREEK  PROPERTIES. 

All  the  property,  rights,  titles  or  interests  of  the  Company 
formerly  owned  by  East  Creek  Electric  Light  and  Power  Com¬ 
pany  and  comprising,  among  other  things,  four  reservoirs  and 
two  hydro-electric  plants  with  their  appurtenant  water  rights, 
and  certain  transmission  lines,  substations  and  distribution 
systems  with  their  appurtenant  franchises  and  auxiliary  ap¬ 
paratus,  substantially  as  follows: 

Inghams  Mills  hydro-electric  plant.  On  East  Canada  Creek 
about  five  miles  above  its  mouth.  Concrete  dam,  brick,  steel 
and  concrete  power  house,  installed  generating  capacity  of  ap¬ 
proximately  5,040  kilowatts  and  auxiliary  apparatus. 


21 


East  Greek  hydro-electric  plant.  On  the  East  Canada  Creek 
about  three  miles  above  its  mouth.  Masonry  dam,  wood  frame 
power  house,  installed  generating  capacity  of  approximately 
950  kilowatts  and  auxiliary  apparatus. 

Reservoirs.  At  Nine  Corner  Lake,  Pine  Lake,  Canada  Lake 
and  Irving  Pond. 

Transmission  lines.  Inghams  Mills  hydro-electric  plant  to 
Tribes  Hill  substation.  Inghams  Mills  hydro-electric  plant  to 
transmission  line  of  Utica  Gas  and  Electric  Company. 
Inghams  Mills  hydro-electric  plant  to  East  Creek  hydro¬ 
electric  plant.  East  Creek  hydro-electric  plant  to  St.  Johns- 
ville,  and  St.  Johnsville  to  Canajoharie. 

Tribes  Hill  substation.  Building  not  owned  by  Company. 
Approximately  5,000  kilowatts  capacity. 

Inghams  Mills  substation.  Approximately  3,750  kilowatts 
capacity. 

St.’  Johnsville  substation.  Approximately  410  kilowatts 
capacity. 

Fort  Plain  substation.  Approximately  100  kilowatts  ca- 
IJacity. 

Canajoharie  substation.  Building  not  owned  by  Company. 
Approximately  940  kilowatts  capacity. 

Distribution  system.  In  St.  Johnsville. 

The  property  described  under  this  heading  includes,  among 
other  things,  all  the  property,  rights,  titles  or  interests  con¬ 
veyed  to  East  Creek  Electric  Light  and  Power  Company  by  the 
following  grantors,  by  instruments  dated  and  recorded  as  fol¬ 
lows,  for  a  more  particular  description  whereof  reference  to 
the  said  instruments  is  hereby  made; 


■Recorded — 
Book  of 


Grantor 

Date 

County 

Deeds 

Page 

Guy  R.  Beardslee  and  wife  and 
Helen  C.  Beardslee 

Oct.  7, 1902 

Herkimer 

178 

547 

Charles  E.  Snyder  and  wife 

Oct.  7, 1902 

Herkimer 

178 

554 

Gary  E.  Belding  and  wife  and 
Myron  Yoran  and  wife 

June  24, 1904 

Herkimer 

184 

467 

Truman  Snell  and  wife 

Nov.  4, 1904 

Herkimer 

185 

308 

Adam  Belinger  and  wife 

Nov.  17, 1904 

Herkimer 

185 

487 

DeWitt  DeVoe  and  wife 

Dec.  24, 1906 

Fulton 

117 

514 

Emiline  LaDue  (formerly  Em- 
iline  Graigue)  and  James 
Craigue  and  wife 

Dec.  24, 1906 

Fulton 

117 

544 

Norman  C.  Loucks 

Dec.  27, 1906 

Herkimer 

192 

330 

Mary  R.  Timmerman 

Jan.  26, 1907 

Herkimer 

192 

325 

Norman  C.  Loucks 

Jan.  26, 1907 

Herkimer 

192 

409 

Everett  L.  Dunckel  and  wife 

Mar.  4, 1907 

Fulton 

121 

101 

Ross  S.  Sadler  and  wife 

Mar.  4, 1907 

Fulton 

121 

102 

Joshua  Snell  and  wife 

Mar.  30, 1907 

Fulton 

121 

162 

Estella  G.  Thompson  et  al. 

Apr.  1, 1907 

Herkimer 

193 

477 

22 


-Recorded^ 


Book  of 


Grantor 

Date 

County 

Deeds 

Page 

Jeremiah  Mahoney 

Apr.  3, 1907 

Fulton 

112 

181 

James  D.  Sadler 

Apr.  22, 1907 

Herkimer 

193 

301 

Katherine  Ingham 

Apr.  24, 1907 

Herkimer 

193 

360 

Charles  Kyser  et  al. 

May  7, 1907 

Herkimer 

193 

538 

Superintendent  of  Highways, 

St.  Johnsville 

Dec.  2, 1909 

Montgomery 

169 

41 

C.  C.  Bellinger 

Feb.  2, 1910 

Montgomery 

166 

174 

James  D.  Sadler  and  wife 

July  2, 1910 

Herkimer 

206 

110 

Franklin  W.  Cristman  and  wife 

Nov.  7, 1910 

Herkimer 

206 

97 

Joseph  I.  Tanner 

Nov.  9, 1910 

Herkimer 

206 

101 

Ralph  D.  Earl 

Nov.  9, 1910 

Herkimer 

206 

99 

Ralph  D.  Eai'l 

Nov.  9, 1910 

Montgomery 

166 

607 

Joseph  Tanner 

Nov.  9, 1910 

Fulton 

130 

108 

Ross  S.  Sadler  and  wife 

Nov.  15, 1910 

Herkimer 

206 

108 

Maria  Failing,  Mary  F.  Timmer¬ 
man  and  Nellie  F.  Scudder 

Nov.  26, 1910 

Montgomery 

166 

413 

James  D.  Sadler  and  wife 

Dec.  15, 1910 

Fulton 

130 

24 

James  Cristman 

Dec.  15, 1910 

Fulton 

130 

22 

James  D.  Sadler  and  wife 

Dec.  15, 1910 

Montgomery 

166 

503 

Dewitt  DeVoe 

May  22, 1911 

Fulton 

130 

.  338 

Superintendent  of  Highways, 
Mohawk 

June  5, 1911 

Montgomery 

169 

29 

Superintendent  of  Highways, 
Amsterdam 

June  9, 1911 

Montgomery 

169 

32 

Herbert  D.  Allen 

Oct.  23,  1911 

Montgomery 

169 

234 

George  P.  Davis 

Nov.  5, 1911 

Montgomery 

169 

269 

Edward  Johnson 

Nov.  9, 1911 

Montgomery 

169 

269 

Bert  Klock 

Mar.  18, 1912 

Montgomery 

169 

426 

Samuel  B.  Kyser  and  wife 

July  5, 1912 

Herkimer 

213 

280 

Charles  E.  Snyder  and  wife 

Aug.  31, 1912 

Herkimer 

213 

597 

Charles  E.  Snyder  and  wife 

Aug.  31, 1912 

Herkimer 

214 

19 

William  H.  Collins  and  wife 

Sept.  14, 1912 

Fulton 

136 

128 

William  H.  Collins 

Sept.  14, 1912 

Montgomery 

173 

119 

George  C.  Steele 

Sept.  16, 1912 

Montgomery 

173 

165 

George  C.  Steele  and  Lucy  F. 
Steele 

Sept.  16, 1912 

Fulton 

136 

173 

Guy  R.  Beardslee  and  wife 

Sept.  17,  1912 

Herkimer 

214 

137 

George  C.  Steele  and  Lucy  F. 
Steele 

May  16, 1913 

Fulton 

137 

89 

Everett  Johnson 

July  16, 1913 

Fulton 

137 

223 

John  W.  Graff 

Aug.  1, 1913 

Fulton 

137 

270 

Guy  R.  Beardslee 

Nov.  4, 1913 

Fulton 

151 

590 

Guy  R.  Beardslee 

Nov.  4, 1913 

Fulton 

137 

544 

Seymour  J.  Bellinger 

Mar.  23. 1914 

Montgomery 

175 

376 

Guy  R.  Beardslee  and  wife 

Nov.  23, 1914 

Montgomery 

177 

569 

Cecil  Hillabrandt  et  ah 

Dec.  10, 1914 

Montgomery 

175 

560 

John  E.  Shaffer,  Etta  S.  Miller 
and  Emma  Shaffer 

Dec.  14, 1914 

Montgomery 

175 

573 

Guy  R.  Beardslee  and  wife 

Dec.  21, 1914 

Montgomery 

178 

16 

Daniel  A.  Sitterly 

Jan.  4, 1915 

Fulton 

142 

349 

Guy  R.  Beardslee 

Jan.  17, 1915 

Montgomery 

175 

574 

Guy  R.  Beardslee 

Apr.  17, 1915 

Montgomery 

178 

46 

Ursula  Lowell 

Oct.  12, 1915 

Montgomery 

178 

163 

Edward  W.  Rean 

Oct.  12,1915 

Montgomery 

178 

164 

Peter  S.  Richardson  and  Glen 
E.  Richardson,  execs.,  et  al. 

Nov.  16, 1915 

Montgomery 

178 

312 

William  H.  Allen  and  wife 

Nov.  22, 1915 

Montgomery 

178 

424 

William  H.  Allen  and  wife 

Nov.  23, 1915 

Montgomery 

178 

425 

Gideon  Bellinger  and  wife 

Nov.  30, 1915 

Montgomery 

178 

243 

23 


Recorded — 
Book  of 


Grantor 

Date 

County 

Deeds 

Page 

Burt  Hanad 

Nov.  30, 1915 

Montgomery 

178 

244 

Fred  A.  Kollner 

Dec.  11, 1915 

Montgomery 

178 

230 

Asa  B.  Timmerman 

Nov.  30, 1915 

Montgomei’y 

178 

242 

Mary  J.  Klock 

Dec.  22, 1915 

Montgomery 

178 

243 

Charles  Sanders 

Dec.  29, 1915 

Montgomery 

183 

208 

C.  M.  Hillegas  and  Anna  M. 
Hillegas 

Dec.  30, 1915 

Montgomery 

178 

249 

Louisa  Chawgo 

Dec.  to,  1916 

Montgomery 

178 

509 

lluMn  B.  Beekman  and  wife 

July  11, 1917 

Montgomery 

183 

111 

William  Timmerman  and  wife 

July  13, 1917 

Herkimer 

235 

89 

Firman  Ouderkirk 

July  30, 1917 

Fulton 

151 

484 

Catherine  E.  McMahon 

Oct.  19, 1917 

Montgomery 

183 

202 

Domenico  Gotti 

Oct.  25, 1917 

Montgomery 

183 

207 

Louisa  Chawgo 

Dec.  7, 1917 

Montgomery 

183 

258 

Elizabeth  A.  Fredericks 

Dec.  24, 1917 

Montgomery 

183 

280 

Mary  M.  Yoran 

Dec.  24, 1917 

Montgomery 

183 

308 

Guy  R.  Beardslee 

Apr.  17, 1918 

Montgomery 

183 

377 

Guy  R.  Beardslee 

May  15, 1918 

Montgomery 

183 

394 

J.  S.  Snell  and  wife 

May  31, 1918 

Montgomery 

183 

401 

Montgomery  Electric  Light 
and  Power  Company 

Sept.  11, 1918 

Montgomery 

185 

23 

John  Reinhart 

Feb.  25, 1919 

Montgomery 

185 

44 

Mary  Reinhart  and  John 
Reinhart 

Feb.  25, 1919 

Montgomery 

185 

43 

Montgomery  Electric  Light 
and  Power  Company 

Feb.  27, 1919 

Montgomery 

185 

60 

Ursula  Lowell,  and  Lorenzo 
Lupo  and  wife 

Mar.  1, 1919 

Montgomery 

185 

59 

Excepting  from  the  properties  conveyed  by  the  above  men¬ 
tioned  instruments,  such  parts  thereof  and  such  interests 
therein  as  were  conveyed  by  East  Creek  Electric  Light  and 
Power  Company  to  the  following  grantees,  by  instruments 
dated  and  recorded  as  follows,  for  a  more  particular  descrip¬ 
tion  whereof  reference  to  the  said  instruments  is  hereby  made : 

r - Recorded - , 

Book  of 

Grantee  Date  County  Deeds  Page 

Guy  R.  Beardslee  Jan.  17, 1915  Montgomery  175  574 

New  York  State  Realty  and 

Terminal  Company  Mar.  18, 1918  Montgomery  183  352 


III. 

% 

SCHENECTADY  ILLUMINATING  COMPANY 
PROPERTIES. 

All  the  property,  rights,  titles  or  interests  of  the  Company 
acquired  by  it  prior  to  May  1,  1919,  when  its  name  was 
Schenectady  Illuminating  Company  and  comprising,  among 
other  things,  a  substation  and  certain  distribution  systems 


Schenectady 

Illuminating 

Company 

properties. 


a 


24 


Mohawk  Gas 

Company 

properties. 


with  their  appurtenant  franchises  and  auxiliary  apparatus, 
substantially  as  follows : 

Schenectady  substation.  Building  uot  owned  by  Company. 
Approximately  4,400  kilowatts  capacity. 

Distribution  systenns.  Overhead  in  Schenectady  and  vicinity 
and  underground  in  Schenectady. 

The  property  described  under  this  heading  includes,  among 
other  things,  all  the  property,  rights,  titles  or  interests  con¬ 
veyed  to  Schenectady  Illuminating  Company  by  deed  from 
James  O.  Carr  and  wife  dated  October  10,  1907,  recorded  in 
Schenectady  County  Book  of  Deeds,  283,  Page  152,  for  a  more 
particular  description  whereof  reference  to  the  said  deed  is 
hereby  made. 


IV. 

MOHAWK  GAS  COMPANY  PROPERTIES. 

* 

All  the  property,  rights,  titles  or  interests  of  the  Company 
formerly  owned  by  Mohawk  Gas  Company  of  Schenectady  and 
comprising,  among  other  things,  a  gas  plant  and  distribution 
system  with  appurtenant  franchises  and  apparatus,  substan¬ 
tially  as  follows : 

Schenectady  gas  plant.  In  Schenectady.  Brick  and  steel 
tile  roofed  buildings  on  pile  foundations,  water  gas  and  coal 
gas  installations.  One  200,000  gallon  and  one  75,000  gallon 
oil  tank.  One  2,000,000  cubic  foot  and  one  800,000  cubic  foot 
steel  tank  storage  holder. 

Gas  distribution  system.  In  city  of  Schenectady  and  sub¬ 
urbs. 

The  property  described  under  this  heading  includes,  among 
other  things,  all  the  property,  rights,  titles  or  interests  con¬ 
veyed  to  Mohawk  Gas  Company  of  Schenectady  by  the  follow¬ 
ing  grantors,  by  instruments  dated  and  recorded  as  follows, 
for  a  more  particular  description  whereof  reference  to  the  said 
instruments  is  hereby  made: 

'  , - Recorded - ^ 

Book  of 


Grantor 

Date 

County 

Deeds 

Page 

Charles  E.  Palmer,  Referee 

Dec.  Bl,  18Sf4 

Schenectady 

101 

168 

Garrett  S.  Veeder  and  wife 

Nov.  25, 1899 

Schenectady 

117 

380 

Joseph  H.  Clements  and  wife 

Feb.  24, 1902 

Schenectady 

134 

7 

Edwin  C.  Angle 

Nov.  6, 1902 

Schenectady 

140 

309 

Abram  G.  Veeder  et  al 

Apr.  7, 1903 

Schenectady 

148 

296 

Clark  L.  Van  Allen  and  wife 

May  18, 1903 

Schenectady 

144 

165 

Robert  Wahl  and  wife 

May  18, 1910 

■  Schenectady 

197 

74 

Max  Frumkin  and  wife 

Aug.  5, 1914 

Schenectady 

237 

187 

James  E.  Bramhall 

Aug.  17,  1917 

Albany 

669 

83 

I 


25 


Excepting  from  the  properties  conveyed  by  the  above  men¬ 
tioned  instruments,  such  parts  thereof  and  such  interests 
therein  as  were  conveyed  by  Mohawk  Gas  Company  of  Sche¬ 
nectady  to  the  following  grantees,  by  instruments  dated  and 
recorded  as  follows,  for  a  more  particular  description  whereof 
reference  to  the  said  instruments  is  hereby  made : 

, - Recorded - ^ 

Book  of 

Date  County  Deeds  Page 

June  22, 1903  Schenectady  156  303 

Nov.  12,1907  *  Schenectady  179  271 

Apr.  30, 1910  Schenectady  194  399 

Aug.  5, 1914  Schenectady  237  190 


V. 

THE  EDISON  ELECTRIC  LIGHT  AND  POWER  COM¬ 
PANY  OF  AMSTERDAM  PROPERTIES. 

All  the  property,  rights,  titles  or  interests  of  the  Company 
formerly  owned  by  The  Edison  Electric  Light  and  Pawer 
Company  of  Amsterdam  and  comprising,  among  other  things, 
a  substation  and  certain  distribution  systems  with  their  ap¬ 
purtenant  franchises  and  auxiliary  apparatus,  substantially 
as  follows ; 

Amsterdam  substation.  Building  not  owned  by  Company. 
Approximately  4,080  kilowatts  capacity. 

Distribution  systems.  Overhead  in  Amsterdam  and  vicinity 
and  underground  in  Amsterdam. 


VI. 

MOHAWK  EDISON  COMPANY,  INC.,  PROPERTIES. 

All  other  property,  rights,  titles  or  interests  of  the  Company, 
particularly  in  and  to  all  additions,  extensions,  betterments 
and  improvements  of  and  to  the  foregoing  property  including 
all  equipment  and  apparatus  pertaining  thereto. 

The  property  described  under  this  heading  includes,  among 
other  things,  all  the  property,  rights,  titles  or  interests  con¬ 
veyed  to  Mohawk  Edison  Company,  Inc.  by  the  following 
grantors,  by  instruments  dated  and  recorded  as  follows,  for  a 
more  particular  description  whereof  reference  to  the  said  in¬ 
struments  is  hereby  made: 


Grantee 

Edison  General  Electric 
Company 

Delaware  and  Hudson 
Company 
Robert  Wahl 
Max  Frumkin 


The  Edison 
Electric  Light 
and  Power 
Company 
of  Amsterdam 
properties. 


Mohawk 
Edison  Com¬ 
pany,  Inc., 
properties. 


26 


Bonds, 

securities,  and 
miscellaneous 
property. 


Recorded — 
Book  of 


Grantor 

Date 

County 

Deeds 

Page 

The  Tabernacle  Baptist  Church 
of  Schenectady 

William  A.  Chadwick  and  wife 

Dec.  26, 1919 

Schenectady 

281 

73 

and  Harry  N.  Porter  and 
wife 

Dec.  13, 1919 

Schenectady 

281 

274 

Baptist  Missionary  Convention 

of  the  State  of  New  York 

Jan.  20, 1920 

Schenectady 

281 

341 

Charles  E.  Snyder  and  wife 

Mar.  1, 1920 

Herkimer 

247 

549 

Elton  Hall  and  wife 

Mar.  19, 1920 

Herkimer 

247 

564 

VII. 

Bonds,  Securities,  and  Miscellaneous  Property.  . 

Any  and  all  bonds,  securities  or  other  property  which  at 
any  time  hereafter,  pursuant  to  this  indenture  or  pursuant 
to  indenture  supplemental  hereto,  may  be  expressly  con¬ 
veyed,  mortgaged  or  pledged  and  delivered  to  the  Trustee 
liereunder  by  the  Company  or  by  a  successor  corporation, 
or  with  its  consent  by  any  one  in  its  behalf,  as  and  for 
any  additional  security  for  the  bonds  issued  and  to  be 
issued  hereunder,  the  Trustee  being  hereby  authorized  at 
any  and  all  times  to  receive  such  conveyance,  mortgage, 
pledge,  delivery,  assignment  or  transfer  and  to  hold  and 
apply  any  and  all  such  bonds,  securities  or  other  prop¬ 
erty  subject  to  the  provisions  set  forth  herein  and  which 
shall  be  set  forth  in  such  supplemental  indenture;  pro¬ 
vided,  however,  that  such  conveyance,  mortgage,  pledge, 
delivery,  assignment  or  transfer  shall  be  subject  to  all  of 
the  provisions  hereof  including,  without  limitation,  the 
provisions  of  section  5  of  article  IX  hereof. 

Together  with  all  and  singular  the  lands,  rights  of  way, 
plants  for  the  manufacture  and  generation  of  gas  and  elec¬ 
tricity,  easements,  franchises,  leases,  contracts,  buildings, 
dams,  water  rights,  flowage  rights  and  riparian  rights, 
sub-stations,  machinery  of  every  kind,  .poles,  wires,  trans- 


27 


mission  systems,  mains,  pipes,  distributing  systems,  and 
all  other  steam,  electrical,  gas  and  mechanical  apparatus, 
together  with  tools,  fixtures,  supplies,  equipment,  materi¬ 
als,  works,  and  all  other  things  whether  or  not  in  any  wise 
belonging  to  or  appurtenant  to,  forming  part  of,  or  used 
or  intended  to  be  used  for  or  in  connection  with,  any  of 
the  property  aforesaid,  and  whether  now  owned  or  here¬ 
after  acquired  by  tlie  Company,  and  all  rights  to  compen¬ 
sation  upon  the  termination  in  any  manner  of  any  public 
grant,  and  all  rights,  privileges,  immunities,  franchises 
and  property  of  the  Company  of  every  name  and  nature, 
whether  now  owned  or  hereafter  acquired  (excepting  only 
any  and  all  shares  of  stock  and  other  certificates  or  evi¬ 
dences  of  interest,  and  bonds,  notes,  and  other  evidences 
of  indebtedness,  of  any  person,  firm,  corporation  or  asso¬ 
ciation,  and  the  interest  and  indebtedness  represented 
thereby,  which  are  not  specifically  embra-ced  herein  or  in 
an  indenture  supplemental  hereto  or  actually  deposited 
with  the  Trustee  hereunder)  and  all  rents,  issues,  profits 
and  income  from  the  property  hereby  conveyed  or  intended 
so  to  be. 

To  HAVE  AND  TO  HOLD  all  and  singular  the  property, 
rights,  privileges,  franchises  and  immunities  aforesaid,  and 
all  property  which  shall  become  subject  to  this  indenture, 
unto  the  Trustee,  its  successors  and  assigns  in  the  trusts 
hereof,  to  its  and  their  own  use  and  behoof  forever ;  but  in 
TRUST  NEVERTHELESS,  for  the  equal  pro  rata  benefit  of  the 
holders  of  the  bonds  certified,  issued  and  to  be  issued  here¬ 
under,  without  distinction  by  reason  of  priority  in  the 
issue  or  negotiation  thereof  or  otheTwise,  and  upon  and 
for  the  trusts,  uses  and  purposes  and  subject  to  the  cove¬ 
nants,  conditions  and  provisions  herein  set  out. 


Habendum. 


Declaration 
of  trust. 


Article  I. 

Section  1. 


28 


Bonds 
unlimited 
in  amount. 


Language 
of  bdnds. 


Forms  herein 
to  be  fol¬ 
lowed  sub¬ 
stantially  ; 


exceptions. 


ARTICLE  I. 

The  Bonds. 

Section  1.  The  issue  of  bonds  hereunder  shall  not  be 
limited  in  respect  of  their  aggregate  principal  amount, 
except  as  the  Company  may  otherwise  provide  in  respect  of 
any  particular  series  at  the  time  of  the  issue  thereof,  and 
except  as  otherwise  provided  in  this  article,  and  except 
that  the  total  amount  of  bonds  outstanding  at  any  time 
shall  not,  in  any  event,  exceed  the  amount  at  that  time 
permitted  by  law.  ' 

Section  2.  All  the  bonds  to  be  issued  under  this  in¬ 
denture,  together  with  the  coupons  appertaining  thereto, 
shall  be  expressed  in  the  English  language,  and  any  such 
bonds  may  also  at  the  election  of  the  Board  of  Directors 
of  the  Company  be  expressed  in  one  or  more  foreign  lan¬ 
guages,  but  in  the  case  of  every  bond  so  expressed  the  Eng¬ 
lish  text  shall  govern  in  the  construction  thereof,  and  both 
or  all  texts  shall  constitute  but  a  single  obligation. 

Section  3.  The  English  text  of  the  coupon  bonds  and  of 
the  registered  bonds  without  coupons  to  be  issued  under 
this  indenture,  and  of  the  coupons  appertaining  to  the 
coupon  bonds,  and  of  the  certificate  of  the  Trustee  upon  all 
bonds,  shall  be,  res]3ectively,  substantially  of  the  tenor  and 
purport  above  recited,  and  the  English  text  of  the  endorse¬ 
ments  hereinafter  required  on  such  bonds  shall  be  sub¬ 
stantially  of  the  tenor  and  purport  hereinafter  provided, 
all  except  as  otherwise  provided  in  this  indenture,  and 
except ' 

(1)  that  the  Company  by  resolution  of  its  Board 
of  Directors  may  make  such  changes  in  the  provi- 


29 


Article  1. 

Section  3. 


sions  of  any  bonds  issued  hereunder  as  may  be  neces¬ 
sary  or  incidental  to  the  exercise  by  the  Company  of 
any  rights  hereby  reserved  to  it  in  respect  of  the  terms 
or  provisions  thereof,  provided  that  such  changes  are 
approved  as  to  form  by  the  Trustee;  and 

(2)  that  the  Company  by  resolution  of  its  Board 
of  Directors  may  make  such  changes  in  respect  of 
any  bonds  issued  hereunder  as  may  be  necessary  in 
order  to  conform  to  the  requirements  for  listing  on 
any  exchange  or  exchanges,  provided  that  such  changes 
are  approved  by  the  Trustee ;  and 

(3)  that  the  provisions  with  respect  to  the  pay¬ 
ment  of  principal  and  interest  of  the  bonds  issued 
hereunder  without  deduction  for  taxes,  or  with  re¬ 
spect  to  the  call  for  payment  of  bonds  issued  here¬ 
under,  or  any  provisions  with  respect  to  the  reim¬ 
bursement  to  the  holder  of  bonds  issued  hereunder  of 
any  taxes  imposed  upon  such  holder  in  respect  of  the 
principal  or  interest  of  such  bonds,  may  differ  in  the 
different  series  of  bonds  authorized  hereunder  or  may 
be  omitted  in  any  one  or  more  series  (except  Series  of 
6s  due  1950)  as  the  Board  of  Directors  of  the  Com¬ 
pany  shall  in  any  case  or  cases  determine,  provided 
that  any  such  provisions  when  differing  from  those 
above  recited  shall  be  approved  as  to  form  by  the 
Trustee ;  and 

(4)  that  in  any  or  all  of  such  bonds  and  coupons 
as  are  to  be  payable  in  foreign  money  or  in  foreign 
countries  there, shall  be  inserted  such  additional  pro¬ 
visions,  if  any,  as  the  Board  of  Directors  of  the  Com¬ 
pany  shall  determine  and  the  Trustee  shall  approve 
as  to  form,  requiring  the  payment  of  the  principal  and 
interest  thereby  represented  without  deduction  for 
such  taxes  imposed  by  any  foreign  taxing  authority 
as  may  be  specified  therein,  respectively ;  and 

(5)  that  there  shall  be  such  other  insertions,  omis¬ 
sions  and  variations  in  bonds  and  coupons  payable  in 
foreign  money  or  in  foreign  countries  as  the  Board  of 
Directors  of  the  Company  shall  deem  necessary  or 
appropriate,  and  the  Trustee  shall  approve,  not  incon¬ 
sistent  with  the  equality  of  security  and  lien  herein 
provided;  and 

(6)  that  any  bonds  shall  contain  such  provisions, 
if  any,  and  bear  such  endorsements,  if  any,  in  lieu  of 


stock 

Exchange 

requirements. 


Taxes. 

Call  of  bonds. 


Foreign  taxes. 


Foreign 

bonds. 


Registration, 
transfer  and 


Article  /. 
Section  3. 


30 


exchange ; 
and  endorse¬ 
ments. 


Federal  stamp 
tax. 


Interest  rates. 
Maturities. 


Denomina¬ 

tions. 


Series  ;  desig¬ 
nation,  "uni¬ 
formity,  date, 
etc. 


or  ill  addition  to  those  herein  provided,  concerning 
registration  and  transfer,  and  the  interchange  of 
coupon  bonds,  registered  bonds  without  coupons  of 
the  same  series,  and  bonds  of  dilferent  denominations 
but  of  the  same  series,  as  shall  be  considered  advisable 
by  the  Board  of  Directors  of  the  Company,  and  shall 
be  approved  by  the  Trustee;  and 

(7)  that  any  bonds  may  bear,  if  appropriate,  a 
legend  indicating  that  the  federal  stamp  tax  has  been 
paid  by  stamps  affixed  to  and  cancelled  upon  this  in¬ 
denture,  and  any  bonds  issued  in  exchange  for  other 
bonds  may  bear,  if  appropriate,  a  legend  indicating 
tliat  such  tax  has  been  paid  by  stamps  affixed  to  and 
cancelled  upon  tlie  bonds  in  direct  or  indirect  exchange 
for  which  such  bonds  are  issued. 

(8)  that  bonds  of  any  series  except  series  of  6s  due 
1950  shall  bear  such  date,  shall  bear  interest  at  such 
rate  or  rates,  and  shall  have  such  maturity  or  ma¬ 
turities,  as  the  Board  of  Directors  of  the  Company 
shall  determine. 

Section  4.  Any  of  the  bonds  to  be  issued  hereunder  may 
in  the  discretion  of  the  Company  be  issued  in  denomina¬ 
tions  of  one  thousand  dollars  (|1,000),  five  hundred 
dollars  (|500);  or  one  hundred  dollars  (|100),  and  may 
be  issued  either  as  coupon  bonds  or  as  registered  bonds 
without  coupons,  or  in  part  one  and  in  part  the  other. 
Registered  bonds  without  coupons  ntay  also  be  issued  in 
other  denominations,  multiples  of  one  thousand  dollars 
(|1,000),  as  the  Board  of  Directors  of  the  Company  may 
from  time  to  time  authorize. 

Section  5.  The  bonds  issued  hereunder  are  to  be  issued 
in  series.  The  bonds  of  each  series  shall  be  designated 
and  distinguished  by  the  year  in  which  such  series  ma¬ 
tures,  or  otherwise,  and  may  be  further  designated  and  dis¬ 
tinguished  by  an  indication  of  the  rate  of  interest  borne 
by  the  bonds  of  such  series,  or  otherwise,  all  as  provided  in 
the  resolution  of  the  Board  of  Directors  of  the  Company 
providing  for  the  issue  thereof.  All  bonds  of  any  one  series 


31 


Article  /. 

Section  S. 


at  any  time  simultaneously  outstanding  shall  be  identical 
in  tenor  and  effect,  except  that  the  same  may  be  of  different 
denominations  and  may  consist  in  part  of  coupon  bonds 
and  in  part  of  registered  bonds  without  coupons  and  may 
contain  such  variations  of  tenor  and  effect  as  are  incidental 
to  such  differences  of  denomination  and  form,  including 
variations  in  the  provisions  for  interchange  of  bonds  of  dif¬ 
ferent  forms  and  denominations  and  in  the  provisions  for 
tlie  registration  and  transfer  of  bonds.  All  bonds  of  any 
one  series,  whenever  issued,  and  whether  coupon  or  regis¬ 
tered  without  Coupons,  shall  bear  the  same  date,  unless  the 
Trustee  shall  approve  some  other  practice  requested  by  the 
Company  which  is  necessary  to  meet  some  requirement  of 
law  or  of  a  stock  excliange  or  is  necessary  or  desirable  for 
some  other  purpose. 

Section  6.  Tke  initial  issue  of  bonds  liereunder  shall 
be  designated  as  Series  of  6s  due  1950. 

Series  of  6s  due  1950  shall  be  unlimited  as  to  author¬ 
ized  principal  amount,  shall  be  dated,  March  1,  1920, 
shall  bear  interest  at  six  per  centum  (6%)  per  annum, 
payable  semi-annually  on  the  first  days  of  March  and 
September  in  each  year,  shall  mature  March  1,  1950, 
shall  be  callable  in  whole  or  in  part,  as  herein  pro¬ 
vided  in  article  VII  hereof,  on  any  semi-annual  inter¬ 
est  date,  up  to  and  including  March  1,  1925,  at  par 
and  seven  and  one-half  per  centum  (71/2%)  premium, 
thereafter  up  to  and  including  March  1,  1930,  at  par 
and  six  and  one-half  per  centum  (61/2%)  preniium, 
thereafter  up  to  and  including  March  1,  1935,  at  par  and 
five  and  one-half  per  centum  ( 5)/2  % )  premium,  thereafter 
up  to  and  including  March  1,  1940,  at  par  and  four  and 
one-half  per  centum  (41/2% )  premium,  thereafter  up  to  and 
including  March  1,  1945,  at  par  and  three  and  one-half  per 
centum  (31/0%)  premium,  thereafter  up  to  and  including 


Initial  issue, 
Series  of  6s 
due  1950. 


Article  1. 

Section  6. 


32 


Subsequent 

issues. 


Maturities 
of  subsequent 
series. 


March  1,  1949,  at  par  and  two  and  one-half  per  centum 
(2^%)  premium,  and’thereafter  at  par  and  one  and  one- 
half  per  centum  (1^%)  premium,  together  in  each  case 
witli  interest  accrued  to  the  call  day,  and  shall  be  sub¬ 
stantially  of  the  tenor  and  purport  above  recited. 

Section  7,  The  remaining  bonds  secured  hereby  shall 
be  divided  into  such  series,  shall  bear  such  date  or 
dates,  shall  bear  interest  at  such  rate  or  rates,  pay¬ 
able  semi-annually  or  at  such  other  intervals,  shall 
contain  such  provisions,  if  any,  for  call  and  redemption, 
and  for  the  payment  or  reimbursement  of  taxes,  shall  have 
such  maturity  or  maturities,  shall  be  in  such  denomina¬ 
tions  and  forms  herein  authorized,  shall  contain  such 
provisions,  if  any,  not  inconsistent  with  the  terms  of  this 
indenture  for  the  conversion  thereof  into  bonds  of  other 
series  issued  hereunder  or  other  bonds  or  into  stock  or  other 
securities,  and  shall  be  payable  and  entitled  to  be  regis¬ 
tered,  transferred  or  exchanged  at  such  place  or  places,  if 
any,  in  addition  to  the  office  or  agency  of  the  Company  in 
the  Borough  of  Manhattan,  City  of  New  York,  as,  consist¬ 
ently  with  the  provisions  hereof,  shall  be  fixed  and  deter¬ 
mined  by  resolution  of  the  Board  of  Directors  of  the  Com¬ 
pany  prior  to  the  issue  thereof,  all  as  herein  more  fully 
set  forth,  which  series,  date,  rate  of  interest,  intervals  for 
payment  thereof,  percentage  of  premium  upgn  which  the 
same  may  be  called,  if  callable,  due  date,  and  other  provi¬ 
sions,  sliall  be  designated  or  referred  to  in  said  bonds,  when 
issued. 

Section  8.  ( 1 )  The  maturity  of  any  series  of  bonds 

hereafter  established  may  be  fixed  on  any  date  not  earlier 
than  the  latest  date  of  maturity  of  any  bonds  issued  here¬ 
under  outstanding  at  the  time  of  the  first  issue  of  any 
bonds  of  such  series. 


33 


Article  I. 

Section  8. 


(2)  The  maturity  of  any  series  of  bonds  hereafter  estab¬ 
lished  may  be  fixed  on  a  date  earlier  than  the  latest  date  of 
maturity  of  any  bonds  issued  hereunder  outstanding  at  the 
time  of  the  first  issue  of  any  bonds  of  such  series,  provided 
that  no  bonds  of  any  series  established  under  this^  sub¬ 
section  shall  be  issued  at  any  time  if  after  such  issue  the 
aggregate  outstanding  principal  amount  of  bonds  of  all 
series  established  under  tliis  subsection  maturing  later  than 
the  next  earlier  maturing  series,  if  any,  not  so  established, 
and  earlier  than  the  next  later  maturing  series  not  so 
established, 

(a)  would  exceed  twenty  per  centum  (20%)  of  the 
aggregate  principal  amount  of  the  bonds  then  out¬ 
standing  of  such  next  later  maturing  series,  in  case 
such  later  maturing  series  is  other  than  Series  of  6s 
due  1950 ;  or 

(b)  would  exceed  said  twenty  per  centum  (20%) 
limit  or  five  million  dollars  (|5,000,000),  whichever 
is  greater,  in  case  such  next  later  maturing  series  is 
Series  of  Cs  due  1950. 

• 

In  applying  said  twenty  per  centum  (20%)  limit  to  the 
issue  of  any  bonds  hereunder,  divisional  lien  bonds  shall  be 
included  as  a  part  of  such  twenty  per  centum  (20%)  as  if 
they  were  bonds  issued  hereunder  on  the  date  of  the  ac¬ 
quisition  by  the  Company  of  the  property  subject  thereto ; 
but  the  said  limit  shall  not  prevent  the  establishment  of 
any  divisional  lien. 

Section  9.  At  the  option  of  the  Compafiy,  from  time  to 
time  expressed  by  resolution  of  its  Board  of  Directors,  the 
principal  or  interest  or  both  of  the  bonds  of  any  series  to 
be  issued  hereunder  payable  in  the  City  of  New  York,  in 
United  States  gold  coin,  may  be  made  payable  also,  at  the 
liolder’s  option,  at  such  place  or  places  in  Europe  and  in  the 
money  of  such  European  country  at  such  reasonable  fixed 
rate  or  rates  of  exchange,  or  the  principal  or  interest  or 


Bonds  payable 
in  Europe  and 
in  European 
money. 


Article  /. 
Section  9. 


34 


botli  of  the  bonds  of  any  series  to  be  issued  hereunder  (ex¬ 
cept  Series  of  6s  due  1950)  may  be  made  payable  only  at 
such  place  or  places  in  Europe  and  in  such  fixed  amount 
or  amounts  in  European  money  only,  as  may  be  deter¬ 
mined  by  the  Board  of  Directors  of  the  Company  and 
expressed  in  said  bonds  and  any  coupons  pertaining 
thereto. 

Bonds  issued  under  this  section  may  be  in  such  denomi¬ 
nations,  not  exceeding  in  the  case  of  coupon  bonds  one 
thousand  dollars  (|1,000)  or  its  equivalent  at  the  rate  of 
exchange  below  specified,  as  shall  be  determined  by  the 
Board  of  Directors.  In  case  of  the  issue  of  bonds  payable 
in  European  money  only,  for  the  purpose  of  ascertaining 
the  amount  of  bonds  which  the  Company  shall  be  entitled, 
from  time  to  time  and  in  the  aggregate,  to  have  issued 
under  the  provisions  of  this  indenture,  twenty  (20) 
pounds  eight  (8)  shillings  sterling,  or  five  hundred  and 
fourteen  (514)  francs,  or  four  hundred  and  sixteen  (416) 
marks,  or  two  hundred  and  forty-seven  and  one-half 
(247^)  guilders,  shall  be  deemed  to  be  the  equivalent  of 
one  hundred  dollars  (|100),  and  for  said  purpose,  any 
bond  payable  in  European  money  only,  for  an  amount 
which  at  such  rate  or  rates  of  exchange  shall  not  exceed 
one  hundred  dollars  (|100)  shall  be  deemed  to  be  the 
equivalent  of  a  bond  for  one  hundred  dollars  (|100),  and 
any  such  bond  for  an  amount  which  at  such  rate  or  rates 
of  exchange  shall  be  more  than  one  hundred  dollars 
(|100),  but  shall  not  exceed  five  hundred  dollars  (|500) 
shall  be  deemed  to  be  the  equivalent  of  a  bond  for  five 
hundred  dollars  (|500),  and  any  such  bond  for  an  amount 
which  at  such  rate  or  rates  of  exchange  shall  be  more  than 
five  hundred  dollars  (|500),  but  shall  not  exceed  one  thou¬ 
sand  dollars  (|1,000)  shall  be  deemed  to  be  the  equivalent 
of  a  bond  for  one  thousand  dollars  (|1,000)  ;  and  no 
coupon  bond  payable  in  European  money  only  shall  be 


35 


Article  /. 
Section  9. 


issued  for  an  amount  which  at  such  rate  or  rates  of  ex¬ 
change  would  exceed  one  thousand  dollars  (|1,000).  In 
providing  for  the  exchange  as  hereinafter  authorized  of 
the  bonds  of  any  series  payable  in  European  money  only, 
for  bonds  of  another  series  which  is  payable  also  or  only 
in’ United  States  gold  coin,  the  Company  may  provide  that 
the  bond  or  bonds  to  be  issued  in  exchange  shall  be  of 
any  principal  amount  which  does  not  exceed  the  equiv¬ 
alent  on  the  basis  aforesaid  of  the  bond  or  bonds  surren¬ 
dered  for  exchange,  and  may  provide  such  other  terms, 
conditions  and  limitations  and  require  such  other  ad¬ 
justments  as  in  the  discretion  of  the  Board  of  Directors 
of  the  Company  shall  seem  appropriate. 

Section  10.  In  each  series  of  bonds  payable  in  United 
States  gold  coin  the  coupon  bonds  for  one  thousand  dol¬ 
lars  (|1,000)  shall  be  numbered  consecutively  from  1 
upwards.  One  coupon  bond  of  the  denomination  of 
one  thousand  dollars  (|1,000)  shall  be  held  in  reserve 
for  each  two  coupon  bonds  of  the  denomination  of  five 
hundred  dollars  (|500)  of  the  same  series  issued  here¬ 
under  at  the  time  of  issue  thereof,  and  such  coupon  bonds 
of  the  denomination  of  five  hundred  dollars  (|500)  shall 
bear  the  issue  number  of  the  coupon  bond  for  one  thou¬ 
sand  dollars  (|1,000)  so  held  in  reserve  against  them,  fol¬ 
lowed,  respectively,  by  the  letters  M  and  N.  One  coupon 
bond  of  the  denomination  of  one  thousand  dollars 
(|1,000)  shall  be  held  in  reserve  for  each  ten  coupon  bonds 
of  the  denomination  of  one  hundred  dollars  (|100)  of 
the  same  series  issued  hereunder  at  the  time  of  issue 
thereof,  and  such  coupon  bonds  of  the  denomination 
of  one  hundred  dollars  (flOO)  shall  bear  the  issue  num¬ 
ber  of  the  coupon  bond  for  one  thousand  dollars  (|1,000) 
lield  in  reserve  against  them,  followed,  respectively,  by  the 
letters  A  to  J.  The  number  borne  by  any  one  thousand 


Reservation 
and  issue  of 
$1,000  coupon 
bonds  against 
bonds  of 
smaller  de¬ 
nominations. 


Numbering 
and  lettering 
of  bonds. 


Article  /. 
Section  10. 


36 


Endorsements 
on  $100  and 
$500  coupon 
bonds. 


Issue  of 

registered 

bonds. 


dollar  {|1,000)  coupon  bond  upon  its  issue  or  upon  its 
being  so  held  in  reserve,  or  upon  a  registered  bond  without 
coupons  being  issued  in  lieu  thereof  or  in  exchange  there¬ 
for  as  hereinafter  provided,  is  herein  referred  to  as  its 
“issue  number.?  The  issue  numbers  of  all  one  thousand 
dollar  (|1,000)  bonds  may,  in  the  discretion  of  the  Board  of 
Directors  of  the  Company,  be  preceded  by  the  letter  M, 
the  numbers  of  all  five  hundred  dollar  ($500)  bonds 
by  the  letter  D,  and  the  numbers  of  all  one  hundred 
dollar  ($100)  bonds  by  the  letter  C.  All  coupon  bonds 
of  the  denomination  of  one  thousand  dollars  ($1,000) 
each  of  any  series  so  held  in  reserve,  whether  for  bonds 
of  the  denomination  of  five  hundred  dollars  ($500)  each 
or  for  bonds  of  the  denomination  of  one  hundred  dollars 
($100)  each,  shall  be  available  for  issue  in  exchange  for 
bonds  of  such  series  of  either  or  both  of  the  lower  denom¬ 
inations,  without-  regard  to  the  denomination  for  which 
they  were  originally  held  in  reserve;  and  in  case  of  any 
such  exchange,  the  issue  number  borne  by  the  bond  so 
issued  shall  be  the  lowest  issue  number  of  such  bonds  then 
so  reserved. 

Each  coupon  bond  of  the  denomination  of  five  hundred 
dollars  ($500)  or  one  hundred  dollars  ($100)  issued 
hereunder  shall,  except  as  hereinbefore  provided,  bear  sub¬ 
stantially  the  following  endorsement : 

“The  holder  of  this  bond  may,  at  his  option,  on  sur¬ 
render  and  cancellation  of  this  bond  and  others  of 
the  same  series  aggregating  one  thousand  dollars 
($1,000),  with  all  unmatured  coupons,  and  on  pay¬ 
ment  of  charges  as  provided  in  the  within-mentioned 
mortgage  or  deed  of  trust,  receive  in  exchange  a 
coupon  bond  of  this  series,  of  a  number  not  contempo¬ 
raneously  outstanding,  for  one  thousand  dollars 
($1,000).” 

Section  11.  In  each  series  of  bonds  payable  in  United 
States  gold  coin,  registered  bonds  without  coupons  shall 


37 


Article  /. 
Section  11. 


be  issued  only  iu  lieu  of  or  in  exchange  for  a  coupon  bond 
or  coupon  bonds  of  the  same  series  and  aggregate-principal 
amount.  The  Trustee  shall  mark  every  such  registered 
bond  without  coupons  issued  hereunder,  whether  issued 
originally  as  such  or  as  herein  provided  in  exchange  for 
a  coupon  bond  or  bonds,  or  in  exchange  for  other  regis¬ 
tered  bonds  without  coupons,  with  the  day  of  its  certifica¬ 
tion,  which  shall  also  be  the  date  of  its  delivery  by  the 
Trustee,  and  such  bond  shall  bear  interest  from  the  semi¬ 
annual  interest  date  next  preceding  the  date  of  certifica¬ 
tion  thereof,  unless  such  date  of  certification  be  a  semi¬ 
annual  interest  date,  in  which  case  such  bond  shall  bear 
interest  from  such  date  of  certification.  The  date  of  cer¬ 
tification  of  registered  bonds  issued  upon  any  such  ex¬ 
change  shall  be  such  that  the  holder  shall  neither  lose  nor 
gain  interest  by  the  exchange. 

Every  such  registered  bond  without  coupons  of  the  de¬ 
nomination  of  one  hundred  dollars  (|100),  or  five  hundred 
dollars  (|500)  shall  bear  an  endorsement  stating  the  num¬ 
ber  of  the  coupon  bond  or  bonds  in  lieu  of  or  exchange  for 
which  it  is  issued,  such  endorsement  being,  except  as  here¬ 
inbefore  provided,  in  substantially  the  following  form: 

“This  bond  is  issued  in  lieu  of  or  in  exchange  for 
coupon  bond(s)  numbered  of  the  same  series 

not  contemporaneously  outstanding,  aggregating  the 
face  value  hereof,  and  a  coupon  bond  of  said  series 
of  the  denomination  of  one  thousand  dollars  (|1,000)  , 
of  a  number  not  contemporaneously  outstanding,  will 
be  issued  in  exchange  for  this  bond  and  other  regis¬ 
tered  bonds  without  coupons  of  the  same  series,  ag¬ 
gregating  in  principal  amount  one  thousand  dollars 
(|1,000),  upon  their  surrender  and  cancellation  and 
payment  of  charges,  all  as  more  fully  provided  in  the 
within-mentioned  mortgage  or  deed  of  trust.” 


Endorsements 
on  registered 
bonds. 


Every  such  registered  bond  without  coupons  of  the 
denomination  of  one  thousand  dollars  (|1,000)  shall,  ex- 


Article  /. 
Section  11. 


38 


cept  as  hereinbefore  provided,  similarly  bear  an  endorse¬ 
ment  in  substantially  the  following  form: 

“This  bond  is  issued  in  lieu  of  or  in  exchange  for 
coupon  bond(s)  numbered  of  the 

same  series,  not  contemporaneously  outstanding,  and 
a  coupon  bond  of  said  series  and  the  denomination  of 
one  thousand  dollars  (|1,000),  of  a  number  not  con¬ 
temporaneously  outstanding,  will  be  issued  in  ex¬ 
change  for  this  bond  upon  its  surrender  and  cancella¬ 
tion  and  payment  of  charges,  all  as  more  fully  pro¬ 
vided  in  the  within-mentioned  mortgage  or  deed  of 
trust.” 


The  issue  numbers  endorsed  on  any  such  registered  bond 
without  coupons  of  the  denomination  of  one  thousand  dol¬ 
lars  (|1,000)  or  more  issued  in  exchange  for  two  or  more 
bonds  of  denominations  of  less  than  one  thousand  dollars 
(|1,000)  each,  shall  be  the  issue  numbers  of  the  coupon 
bonds  of  the  denomination  of  one  thousand  dollars 
(|1,000)  which  would  have  been  issuable  upon  such  ex¬ 
change  had  coupon  bonds  instead  of  registered  bonds’  with¬ 
out  coupons  been  requested. 

Every  such  registered  bond  without  coupons  of  the  de¬ 
nomination  of  any  multiple  of  one  thousand  dollars 
(|1,000)  shall,  except  as  hereinbefore  provided,  similarly 
bear  an  endorsement  in  substantially  the  following  form: 


“This  bond  is  issued  in  lieu  of  or  in  exchange 
for  coupon  bonds  numbered  of  the  same 

series,  not  contemporaneously  outstanding,  and  cou¬ 
pon  bonds  of  said  series  and  of  the  denomination  of 
one  thousand  dollars  (|1,000)  each,  of  numbers  not 
contemporaneously  outstanding,  and  aggregating  in 
principal  amount  the  denomination  of  this  bond,  will 
be  issued  in  exchange  for  this  bond  upon  its  surrender 
and  cancellation,  and  payment  of  charges,  all  as  more 
fully  provided  in  the  within-mentioned  mortgage  or 
deed  of  trust.” 


39 


Article  /. 
Section  12. 


Section  12.  The  Company  shall  keep  at  its  office  or 
agency  in  the  Borough  of  Manhattan,  City  of  New  York, 
and  at  such  other  place  or  places,  if  any,  as  shall  be  desig¬ 
nated  in  any  bond  issued  hereunder,  books  for  the  registra¬ 
tion,  transfer  and  exchange  of  bonds  issued  hereunder, 
which,  at  all  reasonable  times,  shall  be  open  for  inspection 
by  the  Trustee  or  by  the  holder  of  any  bond  issued  here¬ 
under  ;  and  upon  presentation  for  such  purpose  at  any  such 
office  the  Company  will  register  or  cause  to  be  registered, 
transferred  or  exclianged  therein,  as  hereinafter  provided 
and  under  such  reasonable  regulations  as  it  may  prescribe, 
any  bonds  issued  under  this  indenture  and  entitled  to  be 
registered,  transferred  or  exchanged  at  such  office. 

Section  13,  The  holder  of  any  coupon  bond  issued  here¬ 
under  may  upon  payment  of  the  charge  specified  in  section 
17  of  this  article  have  the  ownership  thereof  registered  on 
said  books  of  the  Company  at  its  office  or  agency  aforesaid 
or  at  the  place  or  places  indicated  in  said  bond  and  such 
registration  noted  on  the  bond.  After  such  registration 
no  transfer  shall  be  valid  unless  made  on  the  said  books  by 
the  registered  holder  in  person  or  by  his  duly  authorized 
attorney  and  similarly  noted  on  the  bond;  but  the  bond 
may  be  discharged  from  registration  by  being  in  like  man¬ 
ner  transferred  to  bearer,  and  thereupon  transferability 
by  delivery  shall  be  restored;  and  such  bond  may  again, 
from  time  to  time,  be  registered,  or  transferred  to  bearer, 
as  before.  Such  registration,  however,  shall  not  affect 
the  negotiability  of  the  coupons,  but  every  such  coupon 
shall  continue  to  be  transferable  by  delivery  merely,  and 
shall  remain  payable  to  bearer. 

Section  14.  Any  registered  bond  without  coupons  may, 
upon  payment  of  the  charge  specified  in  section  17  of  this 
article,  be  transferred  at  the  office  or  agency  of  tlie  Com- 


Books  for 
registration, 
transfer  and 
exchange 
of  bonds. 


Registration 
of  coupon 
bonds. 


Transfer  of 

registered 

bonds. 


Article  /. 
Section  14, 


40 


Exchange  of 
bonds  of  same 
series. 


Exchange  of 
bonds  of  dif¬ 
ferent  series. 


pany  in  the  Borough  of  Manhattan,  City  of  New  York,  or 
at  such  other  place  or  places,  if  any,  as  may  be  designated 
therefor,  by  surrender  of  such  bond  for  cancellation,  accom¬ 
panied  by  a  written  instrument  of  transfer  in  form  ap¬ 
proved  by  the  Company,  duly  executed  by  the  registered 
holder  of  such  bond.  - 

Section  15.  Bonds  of  any  form  and  denomination,  if 
accompanied  by  all  coupons,  if  any,  for  future  interest 
thereon,  are  exchangeable  upon  payment  of  the  charge 
specified  in  section  17  of  this  article  foivan  equal  aggregate 
principal  amount  of  other  bonds  of  the  same  series,  of  any 
form  and  denomination  the  issue  of  which  has  been  pro¬ 
vided  for;  provided  that  no  bonds  of  the  denomination 
of  one  hundred  dollars  (|100)  or  five  hundred  dollars 
(|500)  shall  be  so  issued  in  exchange  unless  the  Company 
shall  provide  for  such  exchange,  as  to  any  one  or  more 
series  of  bonds,  in  a  manner  and  on  terms  approved  by  the 
Trustee. 

Section  16.  The  Company,  by  resolution  of  its  Board  of 
Directors,  may  provide  either  as  part  of  the  terms  upon 
which  the  bonds  of  any  series  are  issued  or  otherwise  that, 
upon  the  surrender  of  any  such  bonds  with  all  unmatured 
coupons,  if  any,  thereto  appertaining,  and  subject  to  such 
terms,  conditions,  limitations  and  adjustments  as  are  so 
provided,  the  holders  thereof  may  exchange  the  same  for 
other  bonds  of  the  Company  issuable  hereunder  of  an 
equivalent  aggregate  principal  amount  of  some  one  or  more 
other  series,  of  not  earlier  maturity,  and  the  Trustee,  upon 
the  request  of  the  Company  and  upon  compliance  with 
the  terms  so  provided,  shall  certify  and  deliver  such 
other  bonds  of  an  equivalent  aggregate  principal  amount ; 
provided,  however,  that  the  bonds  of  the  series  to  be  issued 
in  exchange  shall  be  of  such  description  that  under 


41 


Article  /. 
Section  16. 


the  provisions  hereof  the  same  could  have  been  issued 
by  the  Company  (were  the  bonds  to  be  surrendered 
in  exchange  not  outstanding)  either  at  the  time  when  the 
Company  shall  have  provided  for  such  exchange  or,  failing 
that,  at  the  time  of  such  exchange.  In  case  of  any  such 
exchange,  the  Trustee  shall  forthwith  cancel  the  surren¬ 
dered  bond  or  bonds  and  the  accompanying  coupons,  if  any, 
and  on  its  written  request  deliver  the  same,  cancelled,  to 
the  Company. 

Section  17 .  In  every  case  of  transfer  (other  than  of  a 
coupon  bond  registered  as  to  principal)  or  exchange  the 
bond  or  bonds,  and  the  coupons,  if  any,  surrendered  to  the 
Company  shall  be  cancelled,  and  for  any  exchange  (except 
as  herein  provided)  of  bonds  of  any  form  and  denomina¬ 
tion  for  other  bonds  of  the  same  series  and  for  any  registra¬ 
tion  of  coupon  bonds*  and  for  any  transfer  of  registered 
bonds  without  coupons  or  of  coupon  bonds  registered  as  to 
principal  the  Company  may  make  a  charge  sufficient  to  re¬ 
imburse  it  for  any  stamp  tax  or  governmental  charge  re¬ 
quired  to  be  paid,  and  in  addition  may  charge  a  sum  not 
exceeding  one  dollar  ( |1 )  for  every  bond  issued  upon  such 
exchange  or  transfer,  and  for  each  registration  gf  a  cou¬ 
pon  bond,  and  payment  of  said  charges  shall  be  made  by 
the  party  requesting  such  registration,  exchange  or  trans¬ 
fer  as  a  condition  precedent  thereto. 

The  Company  shall  not  be  required  to  make  exchanges 
or  transfers  of  bonds  for  a  period  of  ten  days  next  preced¬ 
ing  an  interest  day  thereof. 

Section  18.  All  the  bonds  issued  hereunder  shall,  from 
time  to  time,  be  executed  on  behalf  of- the  Company  by  its 
President  or  one  of  its  Vice-Presidents  and  by  its  Secre¬ 
tary  or  one  of  its  Assistant  Secretaries,  or  by  such  other 
form  of  execution  as  shall  be  prescribed  by  statute,  by-law. 


Fees  on 
registration, 
transfer  and 
exchange. 


Exchanges 
and  transfers 
before  interest 
dates. 


Execution 
of  bonds 
and  coupons. 


Article  I. 

Section  IS. 


42 


Certification 
and  delivery 
of  bonds : 
Trustee  to 
receive 


(a)  resolution 
of  Directors  ; 


or  vote  of  the  Board  of  Directors  of  the  Company, 
and  shall  be  sealed  with  its  corporate  seal.  The  cou¬ 
pons  to  be  attached  to  coupon  bonds  issued  hereunder 
sliall  be  authenticated  by  the  facsimile  signature  of  the 
present  Treasurer  or  of  any  future  Treasurer  of  the  Com¬ 
pany,  and  the  Company  may  also  adopt  and  use  for  that 
purpose  the  facsimile  signature  of  any  person  who  shall 
have  been  such  Treasurer,  notwithstanding  tlie  fact  that 
he  may  have  ceased  to  be  sucli  Treasurer  at  the  time  of  the 
execution  hereof  or  at  the  time  when  such  bonds  shall  be 
actually  certified  and  delivered. 

In  case  any  of  the  officers  who  shall  have  signed  and 
sealed  any  bonds  shall  cease  to  be  such  officers  before  the 
bonds  so  signed  and  sealed  shall  have  been  actually  certi¬ 
fied  by  the  Trustee  and  delivered  by  the  Company,  such 
bonds  nevertheless  may  be  issued,  certified  and  delivered 
with  the  same  force  and  effect  as  though  the  person  or  per¬ 
sons  who  signed  and  sealed  such  bonds  had  not  ceased  to 
be  such  officer  or  officers  of  the  Company. 

Section  19.  Bonds  executed  on  behalf  of  the  Company 
and  delivered  to  the  Trustee,  on  application  of  the  Treas¬ 
urer  of  the  Company,  shall,  except  as  below  in  this  sec¬ 
tion  provided,  be  certified  by  the  Trustee  and  delivered 
from  time  to  time  to  the  Treasurer  of  the  Company,  or  upon 
his  written  order,  but  only  in  accordance  with  tlie  author¬ 
izing  provisions  of  this  indenture  and  then  only  when  the 
Trustee  shall  have  received 

(a)  A  certified  copy  of  a  resolution  or  vote  of  the 
Board  of  Directors  of  the  Company,  authorizing 
the  issue  and  directing  the  certification  and  de¬ 
livery  of  such  •  bonds  and  designating  the  amount 
thereof,  their  denominations,  issue  numbers  (or  the 
issue  numbers  to  be  endorsed  thereon)  and  series 
designation,  and  if  they  are  to  be  of  a  series  not  there¬ 
tofore  created,  designating  the  new  series  and  specify¬ 
ing  the  amount  of  such  series  (if  limited),  the  date. 


43 


Article  I. 

Section  19. 


tlie  maturity,  tlie  place  of  payment,  the  interest  rate, 
tlie  interest  payment  dates,  the  redemption  price,  if 
any,  the  rate  of  excliange  if  payable  in  the  alternative 
in  European  money  or  in  money  of  the  United  States 
of  America,  or  the  fixed  amount  or  amounts  if  payable 
in  European  money  only,  the  language  or  languages 
in  which  the  same  shall  be  expressed,  the  taxes  in 
respect  thereof  or  in  respect  of  the  interest  thereon 
assumed  by  the  Company,  if  any,  the  form  of  the 
bonds,  and  any  other  particulars  necessary  completely 
to  describe  and  define  such  new  series  within  the  pro¬ 
visions  and  limitations  of  this  mortgage  or  deed  of 
trust. 

(h)  The  opinion  of  counsel  (who  may  be  of  counsel 
to  the  Company)  selected  by  the  Company  and  accept¬ 
able  to  the  Trustee,  stating  whether  the  approval,  bv 
a  Public  Service  Commission  or  other  authority,  of 
the  issue  of  bonds  requested,  is  required  by  law,  and  if 
so  by  what  authority  and  that  such  approval  has  been 
secured;  and  that  all  action  on  the  part  of  the  Com¬ 
pany,  which  is  necessary  to  the  authorization  of  the 
issue  of  such  bonds,  has  been  taken. 

(c)  A  certified  copy  of  the  order  of  the  Public 
Service  Commission  or  other  public  authority,  pro¬ 
vided  such  approval  is  in  the  opinion  of  such  counsel 
required  by  law ;  but  if  such  counsel  is  of  the  opinion 
that  no  such  approval  is  required  by  law,  then  there 
shall  be  delivered  to  the  Trustee  his  opinion  to  that 
effect. 

No  bond  shall  be  secured  hereby  unless  there  shall  be 
endorsed  thereon  the  certificate  of  the  Trustee,  substan¬ 
tially  in  the  form  hereinbefore  recited,  that  it  is  one  of  the 
bonds  (or  temporary  bonds)  herein  described;  and  such 
certificate  on  any  bond  shall  be  conclusive  evidence  that  it 
is  duly  issued  and  is  secured  hereby. 

Before  certifying  any  bonds  the  Trustee  shall  cut  off, 
cancel  and  deliver  to  the  Company  all  matured  coupons 
thereon. 

At  any  time  when  the  Company  is  in  default  under  any 
provision  hereof  which  would  constitute  an  event  of  de¬ 
fault  as  herein  defined  if  the  appropriate  period  of  grace 


(b)  opinion  of 
counsel ; 


(c)  order  of 
Public  Service 
Commission. 


Effect  of 

Trustee’s 

certificate. 


Matured 
coupons  to 
be  canceiled. 


Certification 

during 

default. 


Article  /. 
Section  19. 


44 


Temporary 

bonds. 


stated  in  section  1  of  article  XI  hereof  should  elapse,  the 
Trustee  may,  in  its  discretion,  either  certify  and  deliver 
or  refuse  to  certify  and  deliver  further  bonds  under  this 
section,  and  in  either  case  shall  be  without  liability.  At 
any  time  when  an  event  of  default  as  herein  defined  has 
occurred  and  has  not  been  cured  as  herein  provided,  the 
Trustee  shall  not  certify  or  deliver  any  additional  bonds 
under  this  section. 

Section  Until  engraved  bonds  are  ready  for  delivery, 
there  may  be  issued,  certified  and  delivered  in  lieu  of  any 
thereof,  temporary  written,  printed  or  lithographed  bonds 
in  bearer  or  registered  form  substantially  of  the  same 
tenor,  except  that  coupons  may  be  omitted  from  tempo¬ 
rary  bonds,  but  with  such  appropriate  omissions,  inser¬ 
tions  and  variations  as  may  be  determined  by  the  Treasurer 
or  Assistant  Treasurer  of  the  Company  and  approved  by 
the  Trustee,  and  such  temporary  bonds  may  be  in  such  de¬ 
nominations  as  the  Company  may  determine. 

As  soon  as  engraved  bonds  are  ready  for  delivery  in 
exchange  therefor,  the  holders  of  such  temporary  bonds 
may  surrender  the  same  to  the  Company  for  cancellation 
at  its  office  or  agency  in  the  Borough  of  Manhattan, 
City  of  New  York,  or  at  such  other  place  or  places, 
if  any,  as  may  be  designated  therefor,  together  with 
any  unmatured  coupons  thereto  attached,  and  shall 
be  entitled  to  receive  in  exchange  such  engraved  bonds 
either  in  the  form  of  coupon  bonds  or  in  the  form  of  reg¬ 
istered  bonds  without  coupons  of  the  same  series  and  of 
a  like  principal  amount;  provided,  however,  that  no  en¬ 
graved  bonds  so  issued  in  exchange  shall  be  in  denomina¬ 
tions  of  less  than  one  thousand  dollars  (|1,000)  unless 
the  Company  so  elects  or  the  terms  of  the  temporary 
bonds  exchanged  so  require.  Such  exchange  will  be  made 
by  the  Company  at  its  own  expense  and  without  mak- 


45 


Article  I, 
Section  20. 


ing  any  charge  therefor,  and  the  Company  will  prepare 
and  execute  the  engraved  bonds  with  all  reasonable 
dispatch.  Such  temporary  bonds,  upon  surrender  as  afore- 
•said,  shall  be  destroyed.  Until  exchanged  for  engraved 
bonds,  such  temporary  bonds  shall  be  entitled  to  the  lien 
and  benefit  of  this  mortgage  or  deed  of  trust.  When  and 
as  interest  is  paid  upon  temporary  bonds,  the  fact  of  such 
payment  shall  be  noted  thereon,  unless  made  upon 
presentation  and  surrender  of  a  coupon  attached  thereto. 
Until  such  permanent  engraved  bonds  are  ready  for 
delivery,  the  holder  of  one  or  more  temporary  bonds 
may  with  the  approval  of  the  Company  exchange  the 
same  on  the  surrender  thereof  to  the  Company  for  cancel¬ 
lation,  and  shall  be  entitled  to  receive  temporary  bonds  of 
like  aggregate  principal  amount  in  denominations  indi¬ 
cated  by  him  of  one  thousand  dollars  (|1,000)  or  mul¬ 
tiples  thereof. 

The  Trustee  shall  certify  and  deliver  engraved  bonds 
for  issue  as  aforesaid  in  exchange  for  temporary  bonds 
duly  certified  and  outstanding  hereunder  and  shall  also 
certify  and  deliver  temporary  bonds  for  exchange  as 
aforesaid  for  other  temporary  bonds  of  like  aggre¬ 
gate  principal  amount  duly  certified  and  issued  here¬ 
under,  provided  that  in  either  such  case  the  Trustee  shall 
be  satisfied  of  the  cancellation  of  the  temporary  bonds 
surrendered  in  exchange. 

Section  21.  Upon  receipt  by  the  Company  and  the 
Trustee  of  evidence  satisfactory  to  them  of  the  loss  or 
destruction  of  any  outstanding  bond  hereby  secured,  and 
of  indemnity  satisfactory  to  them,  or,  in  case  of  the  mutila¬ 
tion  of  any  such  outstanding  bond,  upon  surrender  and 
cancellation  of  such  bond  and  upon  receipt  of  indemnity 
satisfactory  to  them  if  requested,  the  Company  may  ex¬ 
ecute,  and  the  Trustee  may  certify  and  deliver,  a  new  bond 


Lost, 

destroyed  or 

mutilated 

bonds. 


Article  /. 
Section  21. 


46 


Bearers  and 

registered 

holders 

deemed 

owners. 


Re-issue  of 
bonds. 


of  the  same  series  and  denomination  and  of  like  tenor  and 
bearing  the  same  issue  number  (to  which  the  Trustee  may 
add  a  distinguishing  mark),  to  be  issued  in  lieu  of  such 
lost,  destroyed  or  mutilated  bond  as  the  case  may  be. 

Section  22,  As  to  all  registered  bonds  without  coupons 
and  all  coupon  bonds  registered  as  to  principal,  the  person 
in  whose  name  the  same  shall  be  registered  shall  be  deemed 
and  regarded  as  the  owner  thereof  for  all  purposes  of  this 
indenture,  and  payment  of  or  on  account  of  the  principal 
of  such  bond,  if  it  be  a  registered  coupon  bond,  and  of  the 
principal  and  interest,  if  it  be  a  registered  bond  without 
coupons,  shall  be  made  only  to  or  upon  the  order  in  writing 
of  such  registered  holder  thereof,  but  such  registration  may 
be  changed  as  above  provided.  All  such  payments  shall  be 
valid  and  effectual  to  satisfy  and  discharge  the  liability 
upon  such  bonds  to  the  extent  of  the  sum  or  sums  so  paid. 
The  Company  and  the  Trustee  each  in  its  discretion  may 
deem  and  treat  the  bearer  of  any  coupon  bond,  which 
shall  not  at  the  time  be  registered  as  to  principal,  and  the 
bearer  of  any  coupon  for  interest  on  any  bond,  whether 
such  bond  shall  be  registered  or  not,  as  the  absolute  owner 
of  such  bond  or  coupon  for  the  purpose  of  receiving  pay¬ 
ment  thereof,  and  for  all  other  purposes  whatsoever,  and 
neither  the  Company  nor  the  Trustee  shall  be  affected  by 
any  notice  to  the  contrary. 

Section  23.  Bonds  secured  hereby  pledged  or  sold 
or  otherwise  issued  by  the  Company,  upon  being  released 
from  pledge,  or  upon  being  repurchased  or  otherwise 
acquired  by  the  Company  (except  when  acquired  by  call 
for  redemption  pursuant  to  the  provisions  of  the  bonds  or 
of  this  indenture),  may  again  be  sold,  pledged,  or  otherwise 
issued,  re-issued  or  disposed  of  by  the  Company  as  often 
as  it  may  repossess  or  acquire  the  same,  and  thereupon 
shall  continue  to  be  entitled  to  the  security  of  this  in¬ 
denture  as  upon  their  original  issue. 


47 


Article  II. 

Section  1. 


ARTICLE  II. 

Bonds  Presently  to  be  Issued. 

Section  1.  Bonds  of  Series  6s  due  1950  (which  series  is 
unlimited  as  to  authorized  principal  amount)  for  the  aggre¬ 
gate  principal  amount  of  five  million  six  hundred  seventy- 
one  thousand  dollars  (|5, 671, 000)  may  be  executed  by  the 
Company  and  delivered  to  the  Trustee,  and  on  application 
by  the  Treasurer  of  the  Company  shall  be  certified  by  the 
Trustee  and  delivered  to  the  Treasurer  of  the  Company,  or 
upon  his  written  order,  without  awaiting  the  record¬ 
ing  of  this  indenture,  when  the  Trustee  shall  have 
received  the  documents  specified  in  section  19  of  article  I 
hereof.  The  bonds  so  issued  shall  consist  of  coupon 
bonds  of  the  denomination  of  one  thousand  dollars 
(|1,000),  coupon  bonds  of  the  denomination  of  five  hun¬ 
dred  dollars  (|500),  houpon  bonds  of  the  denomination  of 
one  hundred  dollars  (|100),  and  registered  bonds  with¬ 
out  coupons,  of  the  denomination  of  one  thousand  dollars 
(|1,000)  or  more,  issued  in  lieu  of  any  such  coupon  bonds, 
all  in  such  proportions  as  the  Company  shall  determine. 
All  such  bonds  shall  be  coupon  bonds  of  the  denomination 
of  one  thousand  dollars  (|1,000)  each  numbered  from  1 
to  5671,  both  inclusive,  or  registered  bonds  without  cou¬ 
pons  issued  in  lieu  of  such  coupon  bonds  and  bearing  the 
issue  numbers  thereof  endorsed  thereon,  or  coupon  bonds 
of  lesser  denomination  against  which  such  coupon  bonds 
of  the  denomination  of  one  thousand  dollars  (|1,000) 
each  are  reserved. 

Section  2.  Additional  bonds  of  any  series,  not  to  exceed 
in  principal  amount  whichever  is  the  less  of  the  following : 


Initial  issue 
of  bonds ; 
$5,671,000  of 
Series  of  6s 
due  1950. 


Issue  of  bonds 
for  expendi¬ 
tures  before 
March,  1920. 


Article  II. — Article  III. 


48 


Issue  of 
additional 
bonds  for 
S0%  (or  75%) 
of  first-lien 
additional 
property. 


{(i)  one  million  six  linndred  fifty  thousand  dollars 
(11,650,000), 
or 

(b)  the  amount  permitted  by  orders  of  the  Public 
Service  Commission  in  the  Second  District  of  the 
State  of  New  York -in  respect  of  property  acquired  or 
expenditures  made  by  the  Company  after  December 
31,  1915,  or  by  Adirondack  Electric  Power  Corpora¬ 
tion  after  December  31,  1917,  and  in  either  case  on  or 
before  March  1,  1920, 

may,  from  time  to  time,  be  executed  by  the  Company  and 
delivered  to  the  Trustee,  and  upon  application  by  the 
Treasurer  of  the  Company  shall  be  certified  by  the  Trus¬ 
tee  and  delivered  from  time  to  time  to  the  Treasurer  of  the 
Company,  or  upon  his  written  order,  without  awaiting  the 
recording  of  this  indenture,  when  the  Trustee  shall  have 
received  the  documents  specified  in  section  19  of  article  I 
hereof. 

\ 

ARTICLE  III. 

0 

Issue  op  Bonds  for  First  Lien  Properties. 

Section  1.  Additional  bonds  may  be  issued  pursuant  to 
the  provisions  of  this  article  to  the  extent  at  their  face 
value  of  eighty  per  centum  (80%),  until  the  total  out¬ 
standing  principal  amount  of  bonds  issued  and  applied 
for  hereunder  and  of  divisional  lien  bonds  shall  equal  fifty 
million  dollars  (|50,000,000),  and  thereafter  to  the  extent 
at  their  face  value  of  seventy-five  per  centum  (75% ) ,  of  the 
amount  of  additional  property  of  the  character  described  in 
this  article  subjected  to  the  lien  of  this  mortgage  as  a  first 
lien,  when  the  net  earnings  of  the  Company  shall  meet  the 
requirements  of  this  article  and  when  proofs  and  authoriza¬ 
tions  conforming  to  the  provisions  of  this  article  and  evi¬ 
dencing  compliance  therewith  shall  have  been  submitted 
to  the  Trustee,  all  as  in  this  article  more  fully  provided. 


49 


Article  III. 

Section  2. 


Section  2.  ( 1 )  Additional  property,  for  all  purposes 
of  this  indenture,  shall  mean  physical  property  of  a  perma¬ 
nent  nature  acquired  or  constructed  by  the  Company  after 
March  1,  1920,  and  permanent  physical  additions,  im¬ 
provements  or  extensions,  not  including  therein  repairs, 
to,  of  or  upon  the  property  of  the  Company,  but  only  to  the 
extent  that  the  gross  amount  thereof  exceeds  the  original 
cost  of  any  property  renewed,  replaced,  permanently  dis¬ 
continued,  or  abandoned  by  the  Company  after  March  1, 
1920. 

Additional  property 

(a)  need  not  consist  of  a  specific  or  completed  de¬ 
velopment,  plant,  extension,  addition,  betterment,  or 
improvement,  but  may  include  additional  construc¬ 
tion  work  or  partially  completed  construction  work, 
or  any  such  work  as  conforms  to  the  provisions  hereof 
and,  whether  capable  of  specific  description  and  iden¬ 
tification  or  not,  is  ordinarily  carried  in  plant  or  plant 
addition  accounts  by  a  company  carrying  on  a  busi¬ 
ness  similar  to  that  of  the  Company; 

(h)  may  include  renewals,  replacements  and  sub¬ 
stitutions  ;  provided,  that  no  expenditures  for  mainte¬ 
nance  or  repairs  or  other  expenses  which,  in  the  ordi¬ 
nary  practice  of  companies  carrying  on  a  business 
similar  to  that  carried  on  by  the  Company,  are 
charged  to  operating  expenses,  shall  be  deemed  to  be 
for  additional  property; 

(c)  may  include  acquired  plants  or  systems; 

(d)  shall  include  no  stocks,  bonds,  or  other  securi¬ 
ties; 

(e)  shall  include  no  leasehold  interests. 

If  the  Company  shall  acquire  the  property  of  the  Adi¬ 
rondack  Electric  Power  Corporation,  or  the  Kanes  Falls 
Electric  Company,  no  part  of  such  property  owned  by  said 
Adirondack  Electric  Power  Corporation  or  by  said  Kanes 
Falls  Electric  Company,  as  the  case  may  be,  on  March  1, 
1920,  shall  be  deemed  to  be  additional  property.  The  re¬ 
mainder,  if  any,  of  such  property  may  be  considered  for 


Additional 

property 

defined. 


Article  III. 

Section  2. 


50 


Character 
of  titles, 
rights  and 
franchises. 


all  purposes  hereof  to  have  been  acquired  by  the-Oompany 
with  the  same  effect  as  if  the  Company  had  on  March  1, 
1920,  acquired  the  above-mentioned  properties  as  then 
existing  and  all  subsequent  additions  thereto,  renewals 
thereof  and  other  changes  therein  had  subsequently  been 
made  by  the  Company. 

(2)  Additional  property  other  than  that  to  be  included 
in  the  category  described  in  subdivision  (c)  of  subsection 
(5)  of  this  section  shall  not  include 


(«)  real  estate  unless  owned  in  fee  simple  or  rights 
in  real  estate  unless  owned  in  perpetuity, 

(b)  power  plants  or  developments  or  sub-stations 
or  other  buildings  unless  the  Company  has  the  neces¬ 
sary  titles  or  other  rights  for  the  maintenance  and 
use  thereof  in  perpetuity, 

(c)  transmission  lines  unless  the  same  are  built 
under  the  present  franchises  of  the  Company  or  of  the 
Adirondack  Electric  Power  Corporation  or  unless 
the  Company  shall  have  acquired  for  the  maintenance 
and  use  thereof  valid  rights  or  franchises  expiring 
not  less  than  five  years  after  the  latest  due  date  of  any 
bonds  outstanding  or  applied  for.  No  portion  which 
conforms  to  the  requirements  of  this  subdivision  shall 
be  excluded  because  any  other  portion  of  the  same 
transmission  line  fails  to  conform  thereto.  In  the 
case  of  joint  lines  rights  of  the  character  herein  pre¬ 
scribed  held  jointly  with  others  shall  be  considered  a 
compliance  with  the  provisions  hereof.  Transmission 
lines  are  (i)  lines  designed  to  be  available  for  opera¬ 
tion  at  a  voltage  in  excess  of  25,000  and  (ii)  lines 
which  though  of  less  voltage  connect  a  substation  witli 
a  generating  station  or  another  substation  and  do 
not  supply  current  to  any  customer  at  any  inter¬ 
mediate  point. 


In  any  case  where  a  right  in  perpetuity  is  required  in 
this  subsection,  such  requirement  shall  be  deemed  to  be 
satisfied  by  a  grant  which  provides  for  compensation  to 
the  Company  in  case  of  its  termination,  either  by  lapse 


51 


Article  HI. 

Section  2. 


of  time  or  act  of  the  grantor,  provided  that  a  person  accept¬ 
able  to  the  Trustee,  believed  by  the  Trustee  to  be  competent 
and  certified  by  an  officer  of  the  Company  to  be  disinter¬ 
ested,  shall  approve  the  form  thereof  as  reasonably  ade¬ 
quate  for  the  protection  of  the  interests  of  the  bondholders, 
and  shall  approve  the  acceptance  of  the  same  in  lieu  of  the 
acquisition  of  perpetual  rights  as  reasonably  necessary 
under  the  circumstances. 

(3)  Additional  property  which  shall  have  been  used  as 
the  basis  for  certification  of  bonds  under  this  or  any  other 
article,  or  the  basis  for  release  of  any  property  or  with¬ 
drawal  of  moneys  from  the  Trustee  under  any  provisions 
of  this  indenture,  or  the  basis  for  withdrawal  of  moneys 
from  the  trustee  or  mortgagee  under  any  divisional  lien 
shall  not  again  be  used  for  any  of  such  purposes. 

(4)  There  shall  be  excluded  from  the  determination  at 
any  time  of  the  amount  of  additional  property  an  amount 
thereof  which  shall  equal  the  excess  up  to  that  time 
of  the  percentage  of  the  gross  operating  revenues  of 
the  Company  (not  including  outside  earnings)  fixed 
under  section  5  of  this  article  over  the  sum  of  {a)  the 
actual  expenditures  of  the  Company  up  to  that  time  for 
maintenance  and  repairs,  including  the  amounts  rep¬ 
resenting  the  original  cost  of  property  renewed,  re¬ 
placed,  permanently  discontinued  or  abandoned  by  the 
Company  and  deducted  in  determining  the  amount  of 
additional  property,  as  more  fully  provided  in  sub¬ 
division  (c)  of  subsection  (3)  of  section  6  of  this 
article,  and  (5)  the  amount  which  the  Company  shall 
have  deposited  or  shall  then  deposit  with  the  Trustee 
for  the  purposes  of  this  sub-section.  Such  amounts 
so  deposited  shall  be  subject  to  withdrawal  only  (i) 
in  amounts  equal  to  expenditures  made  by  the  Company 
for  maintenance  and  repairs  (including  the  amounts  rep¬ 
resenting  the  original  cost  of  property  renewed,  replaced, 


Additional 
property  to 
be  used  but 
once. 


Only  excess 
of  additional 
property  over 
maintenance 
requirements 
to  be  counted. 


Article  III. 

Section  2. 


52 


Limitations 
on  additional 
property  in 
certain 
categories. 


permanently  discontinued  or  abandoned  by  the  Company 
and  deducted  in  determining  the  amount  of  additional 
property),  in  excess  of  the  percentage  fixed  pursuant  to  sec¬ 
tion  5  of  this  article  for  the  year  or  years  when  made,  or 
(ii)  in  amounts  equal  to  the  amount  of  additional  property 
acquired  by  the  Company,  and  otherwise  on  the  same  terms 
as  money  deposited  against  the  issue  of  bonds,  and  in  such 
case  upon  such  evidence  as  is  required  in  sub-section  (2)  of 
section  3  of  article  VI  hereof.  Additional  property  as  long 
as  excluded  under  tliis  sub-section  shall  be  considered  for 
all  purposes  hereof  to  have  been  used  as  the  basis  for  the 
issue  of  bonds  hereunder. 

In  no  case  shall  expenditures  by  the  Company  for  main¬ 
tenance,  repairs,  renewals  and  replacements  in  respect  of 
properties  leased  to  the  Company,  or  in  respect  of  any 
properties  which  are  not  a  part  of  the  mortgaged  prop¬ 
erty,  be  included  as  expenditures  made  by  the  Company  for 
any  purpose  of  this  sub-section. 

(5)  The  total  outstanding  principal  amounts  of  bonds 
issued,  whether  originally  or  through  refunding,  plus  the 
amount  of  money  withdrawn  from  the  Trustee  under  article 
VI  hereof,  on  account  of  additional  property  in  the  follow¬ 
ing  categories  shall  at  no  time  exceed  the  limits  stated  in 
the  following  paragraphs,  viz. : 


(a)  Not  for 
primary  or 
principal 
purposes  of 
Company’s 
business. 


{a)  On  account  of  additional  property  which  is  not 
for  the  primary  or  principal  purposes  of  the  Com¬ 
pany’s  business  or  reasonably  connected  therewith  or 
incidental  or  appurtenant  thereto, — not  more  than 
one  million  six  hundred  thousand  dollars  (|1,600,000) 
or  fifteen  per  centum  (15%)  of  the  aggregate  prin¬ 
cipal  amount  of  all  bonds  at  the  time  outstanding 
hereunder,  whichever  is  greater. 

By  primary  or  principal  purposes  of  the  Company’s 
business  is  meant  public  utility  light,  heat  and  power 
businesses  of  whatever  character,  including,  but  not 
being  limited  to,  the  electric  light  and  power,  artificial 
gas,  heating,  steam  power  and  water  power  businesses. 


53 


Article  III. 

Section  2. 


iiicliidiiig  transmission  and  distribution  of  gas  and 
electricity. 

[h)  On  account  of  additional  property  wliicli  is  for 
the  primary  or  principal  purposes  of  the  Company’s 
business,  but  which  is  not  at  the  time  physically  con¬ 
nected  for  some  one  or  more  of  such  purposes  in  the 
actual  conduct  of  the  Company’s  business,  by  trans¬ 
mission  or  service  line  or  lines — or,  in  case  of  storage 
basin  or  basins  or  water  supply,  by  natural  or  artificial 
water  course — or  by  other  means,  with  the  properties 
of  the  Company  or  of  the  Adirondack  Electric  Power 
Corporation  as  now  existing,  or  with  extensions  con¬ 
nected  therewith— not  more  than  one  million  six  hun¬ 
dred  thousand  dollars  (|1,600,000)  or  fifteen  per 
centum  (15%)  of  the  aggregate  principal  amount  of 
all  bonds  outstanding  hereunder,  whichever  is  greater ; 
provided,  that  a  gas  property  shall  be  deemed  to  be 
so  connected  if  it  is  acquired  in  connection  with  the 
purchase  of  an  electric  light  and  power  property 
owned  and  operated  by  the  same  concern  in  the  same 
city  or  town,  if  such  electric  light  and  power  property 
is  itself  so  connected. 

(c)  On  account  of  additional  property  which  is  for 
the  primary  or  principal  purposes  of  the  Company’s 
business,  but  which  consists  of  acquired  plants  or  sys¬ 
tems,  any  necessary  or  substantially  important  fran¬ 
chise,  leasehold  or  other  right  for  the  use  of  which 
expires  prior  to  a  date  five  years  later  than  the  latest 
due  date  of  any  bonds  then  outstanding  or  applied 
for,  and  on  account  of  additional  property  which  does 
not  comply  with  the  requirements  of  sub-section  (2) 
of  this  section,  a  total  of  not  more  than  one  million 
six  hundred  thousand  dollars  (|1, 600,000)  or  fifteen 
per  centum  (15%)  of  the  aggregate  principal  amount 
of  all  bonds  at  the  time  outstanding  hereunder,  which¬ 
ever  is  greater. 

(d)  On  account  of  additional  property  consist¬ 
ing  of  any  acquired  gas  plants  or  systems  outside 
the  counties  of  Albany,  Fulton,  Herkimer,  Montgom¬ 
ery,  Oneida,  Rensselaer,  Saratoga,  Schenectady,  War¬ 
ren  and  Washington  in  the  State  of  New  York,  or  con¬ 
sisting  of  additions,  improvements  or  extensions  to  or 
upon  gas  properties  wherever  situated, — not  more 
than  one  million  five  hundred  thousand  dollars 


(6)  Discon¬ 
nected 
properties. 


(c)  Properties 
having  short 
franchises. 


(d)  Gas 
properties. 


Article  III. 

Section  2. 


54 


Amount  of 
additional 
property 
defined. 


Indeterminate 

franchises 

deemed 

perpetual. 


Cost  of 
franchises. 


(11,500,000)  or  ten  per  centum  (10%)  of  the  aggre¬ 
gate  principal  amount  of  all  bonds  at  the  time  out¬ 
standing  hereunder,  whichever  is  greater. 

Additional  property  shall  be  included  and  counted  in  as 
many  of  the  foregoing  categories  as  are  applicable  thereto. 

The  fact  that  because  of  the  provisions  of  this  subsection 
bonds  may  not  be  issued  or  money  withdrawn  on  account  of 
additional  property  at  the  time  of  the  construction  or  ac¬ 
quisition  thereof,  shall  not  prevent  the  issue  of  bonds  or 
withdrawal  of  money  on  account  of  sucli  additional  prop¬ 
erty  at  aiiy  subsequent  time. 

(6)  The  amount  of  any  additional  property  for  the  pur¬ 
poses  of  these  presents  shall  be  deemed  to  be  the  fair  value 
thereof  to  the  Company  or  the  cost  thereof  to  the  Company, 
whichever  is  less  (after  deduction  in  the  manner  pro¬ 
vided  in  subdivision  (c)  of  subsection  (3)  of  section  6  of 
this  article  of  the  original  cost  of  any  property  which  has 
been  renewed,  replaced,  permanently  discontinued  or  aban¬ 
doned  by  the  Company)  ;  and  in  determining  the  fair  value 
to  the  Company  of  any  additional  property  such  fair  value 
shall  be  ascertained  as  of  the  time  of  the  acquisition  thereof 
by  the  Company. 

(7)  For  all  the  purposes  of  these  presents  a  franchise 
granted  pursuant  to  appropriate  legislation,  allowing  the 
Company  to  continue  in  the  enjoyment  and  exercise 
thereof  either  permanently  or  until  termination  tlirough 
tlie  lawful  action  of  a  public  commission  or  municipality 
or  other  lawful  authority,  subject  to  compliance  with 
reasonable  conditions  therein  contained  or  to  be  prescribed 
by  the  legislature  or  a  regulatory  body  exercising  powers 
delegated  thereby  or  by  other  lawful  authority,  shall  be 
deemed  a  perpetual  franchise. 

Section  3.  ( 1 )  The  cost  to  the  Company,  but  not  the 

fair  value  to  the  Company,  of  any  additional  property 


55 


Article  III. 

Section  3. 


consisting  of  an  acquired  plant  or  system  may  be  deemed 
to  include  the  cost  to  the  Company  of  any  franchises 
and  other  rights  acquired  simultaneously  therewith 
for  which  no  separate  or  distinct  consideration  shall  have 
been  paid  or  apportioned.  In  the  determination  of  the 
fair  value  to  the  Company  of  any  such  property  consist¬ 
ing  of  an  acquired  plant  or  system,  consideration  shall  be 
given  exclusively  to  the  value  of  the  physical  property 
acquired. 

(2)  The  cost  to  the  Company  of  any  property  part  of 
which  constitutes  additional  property  and  part  does  not, 
and  all  of  which  is  acquired  for  a  consideration  not  divided 
between  the  two  sucli  parts  thereof,  in  all  other  cases  may 
be  allocated  by  the  Company  and  such  allocation  may  be 
accepted  by  tlie  Trustee  upon  the  furnishing  to  the  Trustee 
of  evidence  of  the  character  of  the  evidence  herein  re¬ 
quired  concerning  the  fair  value  of  additional  property. 

Section  4,  Additional  property  shall  include  only  p^’op- 
erty  subjected  to  the  lieu  hereof  as  a  first  lieu  (except  liens 
for  taxes  not  yet  due)  or  as  a  lien  subject  only  to  divisional 
liens  as  liereinafter  defined;  provided,  however,  that  no 
bonds  shall  be  issued  under  this  article  in  respect  of  addi¬ 
tional  pi-operty  subject  to  any  divisional  lieu. 

Section  5.  (1)  I>onds  may  not  be  issued  under  this 

article  unless  the  net  earnings  of  the  Company,  calcu¬ 
lated  as  provided  in  this  section,  for  twelve  consecutive 
calendar  months  within  the  fifteen  calendar  months  im¬ 
mediately  preceding  the  application  for  certification  and 
delivery  of  such  bonds,  shall  be  in  the  aggregate  not  less 
than  whichever  is  the  greater  of  the  following : 

(u)  one ’and  three-quarters  (l^)  times  the  annual 
interest  charges  upon  all  bonds  already  outstanding 
under  this  indenture  and  those  applied  for  and  upon 


Cost  of 
property  part 
of  which  not 
additional 
property. 


Lien  hereof 
upon 

additional 

property. 


Net  earnings 
requirement. 


Article  III. 
Section  5. 


56 


Net  earnings 
defined. 


12^%  allow¬ 
ance  for 


all  outstaudiiig’  divisional  lien  bonds  not  deposited 
with  the  Trustee,  or 

(6)  ten  per  centum  (10%)  of  the  aggregate  prin¬ 
cipal  amount  of  all  such  bonds,  including  divisional 
lien  bonds  as  aforesaid. 

(2)  Net  earnings  shall  mean  net  income  from  all 
sources ;  provided,  however,  that  outside  net  earnings  shall 
not  be  included  to  an  amount  exceeding  fifteen  per  centum 
(15%)  of  the  total  net  earnings.  Outside  net  earnings 
means  all  outside  earnings  less  expenses  properly  charge¬ 
able  thereto.  Outside  earnings  means  all  income  from 
securities  and  from  properties  leased  to  the  Company, 
(whether  or  not  the  same  or  the  Company’s  interests 
therein  are  a  part  of  the  mortgaged  property),  plus  all 
other  income,  if  any,  not  arising  from  the  mortgaged  prop¬ 
erty;  and  rentals  paid  by  the  Company  on  such  leased 
properties  and  the  Company’s  operating  expenses  in  con¬ 
nection  therewith  shall  be  deducted  in  determining  out¬ 
side  net  earnings.  Expenses  to  be  deducted  in  determin¬ 
ing  net  earnings  (other  than  outside  net  earnings)  shall 
include  expenses  for  repairs  and  maintenance,  including 
the  entire  allowance  for  renewals  and  replacements  herein¬ 
after  specified,  insurance,  taxes  and  all  operating  and 
other  expenses  and  rentals  not  properly  chargeable  against 
outside  earnings ;  and  if  expenses  properly  chargeable 
against  outside  earnings  exceed*  outside  earnings,  the  ex¬ 
cess  shall  be  deducted  as  an  additional  expense.  If 
during  any  such  period  of  twelve  consecutive  calendar 
months,  the  income  received  by  the  Company  as  interest, 
dividends  or  otherwise  on  securities  of  any  concern  shall 
exceed  twenty-five  thousand  dollars  ($25,000),  only  so 
much  of  such  income  shall  be  included  for  the  purposes  of 
this  subsection  as  shall  not  exceed  the  sums  earned  and 
available  for  such  payments  by  such  concern  in  such  period. 

(3)  The  amount  of  the  allowance  for  renewals  and  re- 


57 


Article  III. 
Section  5. 


placenieuts  to  be  made  iu  determining  net  earnings  shall, 
during  the  three  years  beginning  with  the  first  day  of  the 
period  of  twelve  consecutive  calendar  months  referred  to 
in  the  first  application  for  certification  and  delivery  of 
bonds  hereunder,  but  not  later  than  March  1,  1920,  and 
thereafter  until  redetermined  as  in  this  sub-section  pro¬ 
vided,  be  taken  for  the  period  covered  by.  such  certificate 
at  such  amount  as,  added  to  actual  expenditures  for 
maintenance  and  repairs  (including ‘the  amounts  repre¬ 
senting  the  original  cost  of  property  renewed,  replaced, 
permanently  discontinued  or  abandoned  by  the  Company 
and  deducted  in  determining  the  amount  of  additional 
property,  as  more  fully  provided  in  sub-division  (c)  of  sub¬ 
section  (3)  of  section  6  of  this  article)  shall  equal  twelve 
and  one-half  per  centum  (121/0%)  of  the  gross  operating 
revenues  of  the  Company  (not  including  therein  outside 
earnings ) . 

In  no  case  shall  expenditures  by  the  Company  for  main¬ 
tenance,  repairs,  renewals  and  replacements  in  respect  of 
properties  leased  to  the  Company,  or  in  respect  of  any 
properties  which  are  not  a  part  of  the  mortgaged  prop¬ 
erty,  be  included  as  expenditures  made  by  the  Company  for 
any  purpose  of  this  sub-section. 

From  time  to  time  after  the  said  three  years,  but  not 
within  three  years  from  the  last  previous  determination, 
such  percentage  of  gross  operating  revenues  may  be  re¬ 
determined,  effective  as  of  the  first  day  of  the  month 
following  such  re-determination,  by  a  board  of  arbitra¬ 
tion  on  application  of  the  Company,  notice  having  been 
given  by  the  Company  to  the  Trustee,  or  on  the  request 
of  the  Trustee  delivered  to  the  Company  or  on  the  request 
of  the  holders  of  at  least  ten  per  centum  (10%)  of  all 
bonds  secured  hereby  then  outstanding,  notice  in  such 
case  having  been  given  to  the  Company  and  to  the  Trus¬ 
tee.  In  case  of  such  application  by  the  Company  or 


renewals  and 
replacements. 


Redetermina¬ 
tion  of  allow¬ 
ance  for 
renewals  and 
replacements. 


Article  III. 

Section  5. 


58 


Accounts. 


Earnings  of 
acquired 
plants  or 
systems. 


the  Trustee  it  shall  not  be  necessary  or  expected  that 
any  notice  thereof  shall  be  given  to  the  bondholders  by 
either  the  Company  or  the  Trustee,  except  as  to  any  bond¬ 
holder  who  has  filed  with  the  Trustee  a  request  to  be 
notified.  Within  forty  days  after  such  application  or  re¬ 
quest,  the  arbitrators  shall  be  chosen  and  the  arbitration 
shall  proceed  in  the  manner  provided  in  article  XIV 
hereof. 

(4)  Nothing  in  this  section  shall  be  construed  to  pre¬ 
scribe  or  affect  in  any  manner  whatsoever  the  methods 
and  practices  of  the  Company  in  keeping  its  books  and  ac¬ 
counts  as  may  be  prescribed  by  any  government  authority, 
or  shall  impair  by  any  implication  the  force  of  the  cove¬ 
nant  contained  in  this  indenture  to  maintain  the  property 
of  the  Company. 

(5)  In  case  the  Company,  upon  or  within  fifteen 
months  prior  to  the  application  for  the  certification  and 
delivery  of  such  bonds,  has  acquired  an  acquired  plant  or 
system,  the  operations,  if  any,  of  such  plant  or  system  may 
be  deemed  part  of  the  operations  of  the  Company  for  the 
purpose  of  determining  net  earnings  within  the  meaning 
of  this  section. 


Certification 
and  delivery 
of  bonds 
under  this 
article ; 
Trustee  to 
receive 
additional 
documents. 


Resolution  of 
Directors. 


Sections.  (1)  Bonds  executed  by  the  Company  and 
delivered  to  the  Trustee  shall,  upon  application  by  the 
Treasurer  of  the  Company,  be  certified  by  the  Trustee  and 
delivered  from  time  to  time  to  the  Treasurer  of  the  Com¬ 
pany,  or  upon  his  written  order,  upon  receipt  by  the  Trus¬ 
tee  of  tlie  documents  specified  in  section  19  of  article  I 
hereof  and  the  additional  documents  specified  in  this 
section  and  upon  receipt  by  the  Trustee  of  such  other 
proofs,  if  any,  as  shall  be  required  by  the  Trustee  in  respect 
of  any  pertinent  facts. 

(2)  There  shall  be  delivered  to  the  Trustee  a  certified 
copy  of  a  resolution  or  vote  of  the  Board  of  Directors  of 


59 


Article  III. 

Section  6. 


the  Company  stating  the  actual  cost  to  the  Company  of 
the  additional  property  included  in  the  certificate  next 
hereafter  mentioned. 

(3)  There  sliall  be  delivered  to  the  Trustee  a  certificate 
or  certificates  signed  and  verified  by  the  President  or  a 
Vice-President  of  the  Company  and  by  an  engineer  or 
otlier  person  believed  by  the  Trustee  to  be  competent 
selected  by  the  Company  and  acceptable  to  the  Trustee 
(wlio  may  be  an  employee  of  the  Company,  except  for  the 
purpose  of  certifying  to  the  fair  value  to  the  Company  of 
any  additional  property  consisting  of  an  acquired  plant 
or  system,  for  which  purpose  he  shall  be  a  person  believed 
by  tlie  Trustee  to  be  competent  and  certified  by  an  officer 
of  the  Company  to  be  disinterested  and  not  in  the  regular 
employ  of  the  Company)  and  who  in  any  case  shall  certify 
that  lie  is  familiar  with  the  matters  to  be  certified  to  by 
liim,  stating  in  substance  as  follows : 

(ft)  That  in  addition  to  the  property  possessed 
by  the  Company  on  March  1,  1920,  the  Company 
has  constructed  or  acquired  within  five  years  before 
the  date  of  the  application  referred  to  in  subsection 
( 1 )  of  this  section,  certain  additional  property,  to 
be  described  in  the  certificate  with  reasonable  detail, 
and  with  approximate  dates  of  construction  or  ac¬ 
quisition,  and  that  such  property  is  desirable  in  the 
judicious  conduct  of  the  business  of  the  Company; 
showing  such  property  to  be  of  the  character  speci¬ 
fied  in  sub-section  (1)  of  section  2  of  this  article, 
and  when  taken  with  the  opinion  of  counsel  re¬ 
quired  by  sub-section  (5)  of  this  section  showing 
also  that  such  property  conforms  to  the  limitations 
expressed  in  sub-section  (2)  of  section  2  of  this 
article,  except  such  portion  thereof  as  is  specified 
in  sub-division  (fc)  of  this  sub-section;  provided 
that  in  lieu  of  stating  that  any  property  has  been 
acquired  or  constructed  within  five  years  before  said 
application,  the  certificate  may  state  that  bonds 
have  first  become  issuable  hereunder  in  respect 
thereof  within  two  years  before  said  ajiplication. 


Certificate 
of  President 
or  Vice-Presi¬ 
dent  and 
engineer  or 
other  compe¬ 
tent  person. 


Acquisition 
of  additional 
property. 


Article  III. 

Section  6. 


60 


Cost  and 
fair  value. 


Original  cost 
of  property 
renewed,  re¬ 
placed,  per¬ 
manently  dis¬ 
continued  or 
abandoned. 


(h)  That  the  Company  has  actually  expended 
for  such  additional  property  the  amount  stated  in 
the  above  mentioned  resolution  of  the  Board  of  Di¬ 
rectors  as  the  actual  cost  thereof  to  the  Company, 
and  that  in  the  signers’  opinion  the  amount  so  ex¬ 
pended  is  not  in  excess  of  the  fair  value  thereof  to 
the  Company  determined  as  above  provided,  or  in 
case  such  actual  cost  is  in  excess  of  such  fair  value, 
then  such  certificate  shall  state  in  the  opinion  of 
the  signers  thereof,  such  fair  value  to  the  Company, 
(c)  The  original  cost  of  any  property  which  has 
been  renewed,  replaced,  permanently  discontinued 
or  abandoned  by  the  Company  between  the  initial 
and  terminal  dates  therein  specified,  and  the 
amount  of  additional  property  shown  by  such  cer¬ 
tificate,  determined  by  deducting  such  original  cost 
from  the  fair  value  or  cost  to  the  Company,  which¬ 
ever  is  less,  of  such  additional  property.  The  initial 
date  so  specified  shall  be  the  terminal  date  of  the 
last  preceding  certificate  filed  with  the  Trustee  in 
respect  of  additional  property  under  this  subdivis¬ 
ion,  whether  in  connection  with  the  issue  of  bonds, 
release  of  property,  withdrawal  of  money  or  other 
connection.  (If  the  amount  of  additional  property 
shown  in  said  last  preceding  certificate  was  a  minus 
quantity,  such  quantity  shall  be  deducted  in  the, de¬ 
termination  of  the  amount  shown  by  such  certifi¬ 
cate.)  The  terminal  date  so  specified  shall  not  be 
earlier  than  the  last  date  of  construction  or  acquisi¬ 
tion  of  any  additional  property  included  in  such 
certificate.  Only  the  amount  ascertained  after  mak¬ 
ing  the  deductions  in  this  sub-division  provided 
shall  be  deemed  the  amount  of  the  additional  prop¬ 
erty  for  any  purpose  hereof.  Whenever  for  any  pur¬ 
pose  liereof  the  amount  of  any  particular  item  of 
additional  property  is  to  be  ascertained  so  that  the 
allocation  of  the  deductions  provided  for  in  this 
sub-division  becomes  necessary,  the  original  cost  of 
property  renewed  or  replaced  shall  be  allocated  to 
the  item  of  additional  property  renewing  or  replac¬ 
ing  the  same  and  in  all  other  cases  the  allocation 
shall  be  made  in  any  manner  determined  by  the 
Company,  provided  only  that  no  deduction  shall  be 
allocated  to  any  item  of  additional  property  falling 


61 


Article  III. 

Section  6. 


in  any  of  the  categories  i)rovide(i  in  sub-section  (5) 
of  section  3  of  this  article  unless  arising  in  respect 
of  property  falling  in  such  category,  or  to  any  item 
of  additional  property  subject  to  any  divisional  lien 
which  is  not  refundable,  unless  arising  in  respect 
of  property  subject  to  such  lien. 

(d)  That  such  additional  property  does  not  in-  operating 
elude  any  expenditures  for  maintenance  or  repairs 

or  other  expenses,  which,  in  the  ordinary  practice 
of  companies  carrying  on  a  business  similar  to  that 
carried  on  by  the  Company,  are  charged  to  operat¬ 
ing  expenses. 

(e)  That  there  are  no  liens  of  material  men  or  Liens, 
contractors  upon  or  against  such  additional  prop¬ 
erty  or  any  part  thereof,  to  the  date  of  such  certifi¬ 
cate,  excepting  those  if  any  for  the  payment  of  which 
provision  has  been  made. 

(/)  That  the  amount  of  the  liens  or  encum¬ 
brances,  if  any,  upon  such  additional  property, 
exclusive  of  liens  securing  taxes  for  the  then  current 
year,  known  to  the  signers  or  shown  in  the  opinion 
of  counsel  hereinafter  referred  to,  does  not  exceed 
an  amount  stated. 

(g)  That  no  part  of  such  additional  property  Previous  use 
specified  in  such  certificate  has  been  theretofore  hereunder, 
made  the  basis  of  any  certification  of  bonds  here¬ 
under,  or  the  basis  for  a  release  of  property  or  the 
withdrawal  of  moneys  from  the  Trustee  under  any 
provisions  of  this  indenture,  or  the  basis  for  with¬ 
drawal  of  moneys  from  the  trustee  or  mortgagee 

under  anv  divisional  lien. 

t/ 

(h)  Whether  any  portion  of  such  additional  Acquired 
property  consists  of  an  acquired  plant  or  system,  plants  or 
and,  if  so,  the  certificate  shall  state  the  fair  value 

to  the  Company  of  such  portion  within  the  limits 
hereinbefore  prescribed. 

(i)  Whether  any  portion  of  such  additional  property  not 
property  consists  of  property  which  is  not  for  the  for  primary 

■*■■*■  *^  or  priDcip&l 

primary  or  principal  purposes  of  the  Company’s  purposes  of 
business  or  reasonably  connected  therewith  or  in-  company’s 
cidental  or  appurtenant  thereto,  and  if  so,  the  cer-  I'osmess. 
tificate  shall  describe  such  portion  with  reasonable 
detail  and  shall  state  the  fair  value  and  actual  cost 
to  the  Company  of  such  of  said  properties  as  fall 


Article  III. 

Section  6. 


62 


Disconnected 

property. 


Short 

franchises. 


Compiiance 
with  section 
2  (2). 


Gas 

properties. 


Events  of 
(lefauit. 

Compliance 


within  the  foregoing  description  and  of  such  as  do 
not. 

{])  Whether  any  portion  of  such  additional 
property  consists  of  property  which  is  for  the 
lirimary  or  principal  purposes  of  the  Company’s 
business,  but  which  is  not  x)hysically  connected,  for 
some  one  of  such  purposes,  by  transmission  or  ser¬ 
vice  line  or  lines — or,  in  case  of  storage  basin  or 
basins  or  water  supply,  by  natural  or  artificial 
water  course, — or  by  other  means,  with  the  prop¬ 
erties  of  the  Company  or  of  the  Adirondack  Electric 
Power  Corporation  as  now  existing,  or  with  exten¬ 
sions  connected  therewitli,  and  if  so,  -the  certificate 
shall  describe  such  portion  with  reasonable  detail 
and  shall  state  the  fair  value  and  actual  cost  to  the 
Company  of  sucli  portion  and  of  the  remainder  of 
such  additional  property. 

(/v)  Whether  any  portion  of  such  additional 
propei  ty  is  for  the  primary  or  principal  purposes  of 
the  Company’s  business  and  consists  (i)’  of  an 
acquired  lilant  or  system,  any  necessary  or  substan- 
ti^illy  important  franchise,  leasehold  or  other  right 
for  the  use  of  which  expires  prior  to  a  date  five  years 
later  than  the  latest  due  date  of  any  bonds  then  out¬ 
standing  or  applied  for,  or  (ii)  of 'property  which 
does  not  comply  with  the  requirements  of  sub¬ 
section  (2)  of  section  2  ofi  this  article,  and  if  so 
the  certificate  shall  describe  such  portion  with 
reasonable  detail  and  shall  state  the  fair  value  and 
actual  cost  to  the  Company  of  such  portion  and  of 
the  remainder  of  such  property. 

( 7 )  Whether  any  portion  of  such  additional 
property  consists  of  any  acquired  gas  plants  or  sys¬ 
tems,  outside  the  counties  of  Albany,  Fulton,  Her¬ 
kimer,  Montgomery,  Oneida,  Rensselaer,  Saratoga, 
Schenectady,  Warren,  and  Washington,  in  the  State 
of  New  York,  or  on  account  of  permanent  additions, 
improvements  or  extensions  to  or  upon  gas  proper¬ 
ties  wherever  situated,  and,  if  so,  the  certificate 
shall  state  the  fair  value  and  actual  cost  to  the 
company  of  such  portion  and  of  the  remainder  of 
such  property. 

{m)  Whether  any,  and  if  so  what,  event  of 
default  has  occurred  to  the  knowledge  of  the  signers. 

(n)  Whether  all  the  pertinent  requirements,  con- 


63 


Article  III. 

Section  6. 


ditions  and  limitations  imposed  by  this  article  III  with  this 
upon  the  issue  of  bonds  for  additional  property  are  «>^ticie. 
complied  with  by  the  application  and  the  documents 
presented  in  connection  therewith. 


(4)  There  shall  also  be  delivered  to  the  Trustee  a  cer-  Net  earnings 

C6rtific8,tG  by 

tificate  signed  and  verified  by  the  executive  officer  of  the  executive 
Company  having  supervision  over  its  books  and  accounts, 
stating : 


(ft)  The  net  earnings  of  the  Company,  calcu-  Net  earnings, 
lated  as  provided  in  section  5  of  this  article,  for  a 
period  of  twelve  consecutive  calendar  months  within 
the  fifteen  calendar  months  immediately  preceding 
•  the  application  for  certification  and  delivery  of 
bonds,  showing  in  reasonable  detail  the  calculation 
thereof  (among. other  things  giving  the  respective 
amounts  charged  to  the  different  distributive  groups 
of  operating  expenses)  and  stating,  in  like  detail, 
such  facts  as  shall  be  necessary  to  evidence  com¬ 
pliance  with  the  i)rovisions  of  the  said  section. 

(b)  Whether  the  earnings  of  any  acquired  Acquired 
plant  or  system,  forming  part  of  the  additional  plants  or 
property,  are  included,  and  if  so  what  portion  of 

the  gross  earnings,  expenses  and  net  earnings  certi¬ 
fied  were  those  of  such  plant  or  system. 

(c)  That  the  aggregate  amounts  expended  by  the  Maintenance 
Company  from  March  1,  1920,  or  from  the  date  of  requirement, 
the  last  similar  certificate,  to  the  termination  of  the 

said  period  of  twelve  months,  for  maintenance  and 
repairs,  including  the  amounts  representing  the  orig¬ 
inal  cost  of  property  renewed,  replaced,  perma-* 
nently  discontinued  or  abandoned  by  the  Company, 
and  deducted  in  determining  the  amount  of  addi¬ 
tional  property  as  more  fully  provided  in  sub¬ 
division  (c)  of  sub-section  (3)  of  this  section,  plus 
any  sums  which  shall  then  be  deposited  with  the 
Trustee  subject  to  withdrawal  only  for  purposes 
specified  in  sub-section  (4)  of  section  2  of  this  ar¬ 
ticle,  are  sufficient,  or  are  insufficient  to  a  named 
extent,  to  equal  the  percentage  of  gross  operating 
revenues  (not  including  outside  earnings)  fixed  for 
said  period  pursuant  to  section  5  of  this  article. 


Article  III. 

Section  6. 


64 


Opinion  of 
counsel. 


In  no  case  shall  expenditures  by  the  Company  for  main¬ 
tenance,  repairs,  renewals  and  replacements  in  respect  of 
properties  leased  to  the  Company,  or  in  respect  of  any 
properties  which  are  not  a  part  of  the  mortgaged  prop¬ 
erty,  be  included  as  expenditures  made  by  the  Company  for 
any  purpose  of  this  sub-section. 

(5)  The  opinion  of  counsel  (who  may  be  of  counsel  to 
the  Company),  selected  by  the  Company  and  acceptable 
to  the  Trustee,  setting  forth  in  his  opinion  either  that  the 
Company  has  already  acquired  such  additional  property, 
free  and  clear  of  any  liens  or  encumbrances,  except  such 
as  are  stated,  and  which  of  those  stated  (except  taxes  for 
the  then  current  year)  are  prior  to  the  lien  of  this  in¬ 
denture,  and  that  such  property  has  been  subjected  (by 
means  of  a  supplemental  indenture,  if  in  the  opinion  of 
such  counsel  such  supplemental  indenture  is  necessary) 
to  the  lien  of  this  indenture,  as  a  first  lien,  or  as  a  lien 
subject  only  to  certain  prior  liens  which  shall  be  clearly 
described,  or  that  upon  execution  and  delivery  of  such 
deeds  or  instruments  as  may  be  designated  in  said  opinion, 
and  approved  by  such  counsel,  which  are  to  be  delivered 
prior  to  or  concurrently  with  the  delivery  of  the  bonds  to 
be  certified  against  the  same,  the  Company  will  have  ac¬ 
quired  such  additional  property  and  the  same  will  be  so 
subjected  to  the  lien  of  this  indenture;  and  setting  forth 
that  the  Company  is  legally  authorized  to  own  and  operate 
such  property  with  respect  to  which  the  certification  of 
bonds  is  so  requested  and  all  such  other  facts  and  matters 
of  opinion  as  shall  show  compliance  in  all  respects  with  the 
provisions  of  subsection  (2)  of  section  2  of  this  article, 
and,  if  the  additional  proi^erty  includes  an  acquired  plant 
or  system  to  the  profitable  operation  of  which  any  fran¬ 
chise,  leasehold  or  other  right  is  substantially  important, 
that  such  franchise,  leasehold  or  other  right  extends  to  or 
beyond  a  date  five  years  later  than  the  latest  due  date  of 


65 


Article  III. 

Section  6. 


any  bonds  then  outstanding  hereunder  or  applied  for,  or  if 
not,  the  date  of  the  expiration  thereof. 

(6)  The  certificates  and  opinion  required  by  sub-sections 
(3),  (4)  and  (5)  of  this  section  shall  each  refer  to  this 
indenture  and  recite  that  all  statements  made  therein  are 
true  with  reference  to  all  pertinent  definitions  and  uses  of 
words  and  phrases  in  this  article. 

(7)  The  resolution,  certificates  and  opinion  referred  to 
in  subsections  (2),  (3),  (4)  and  (5)  of  this  section  shall, 
except  as  in  this  subsection  provided,  be  filed  with  the 
Trustee  not  earlier  than  ninety  (90)  days  before  the  appli¬ 
cation  referred  to  in  subsection  (1)  of  this  section  or,  as 
the  case  may  be,  the  application  or  request  of  the  Company 
that  the  additional  property  covered  thereby  be  used  as  the 
basis  of  a  release  of  property  or  the  withdrawal  of  moneys 
from  the  Trustee  under  any  provisions  of  this  indenture. 
In  the  case,  however,  of  additional  property  consisting  of 
an  acquired  plant  or  system,  such  resolution,  certificates 
and  opinion,  other  than  the  certificate  provided  for  in  said 
subsection  (4),  shall  be  filed  with  the  Trustee  not  later 
than  twelve  (12)  months  after  the  date  of  the  acquisition 
by  the  Company  of  such  property. 

(8)  IS^otwithstanding  the  provisions  of  the  preceding  or 
any  other  sub-section  of  this  section  the  Company  shall 
always  be  at  liberty  to  file  with  the  Trustee  resolutions, 
certificates  and  opinions  additional  to  those  originally  filed 
in  respect  of  any  additional  property,  for  the  purpose  of 
evidencing  subsequent  changes  in  respect  thereof  or  in 
respect  of  the  availability  thereof  as  a  basis  for  the  issue 
of  bonds,  release  of  property,  or  withdrawal  of  moneys 
from  the  Trustee  hereunder. 


Statements 
to  be  made 
with  reference 
to  this  article. 


Documents  to 
be  filed 
within  90 
days  before 
application. 


Additional 
resolutions, 
etc.,  from 
time  to  time. 


Article  IV. 

Section  1. 


66 


Issue  of 
bonds  for 
divisional 
lien  property. 


Article  III 
to  be  complied 
with. 


Value  and 
cost  of 
divisional 
lien  property. 


ARTICLE  IV. 

Issue  op  Bonds  for  Divisional  Lien  Property. 

Section  1.  Additional  bonds  may  be  issued  pursuant  to 
the  provisions  of  this  article  for  additional  property  becom¬ 
ing  subject  to  the  lien  of  this  indenture  though  not  as  a 
first  lien  provided  that 

(u)  the  provision  required  in  this  article  is  made 
for  the  discharge  of  the  prior  liens  (herein  referred  to 
as  divisional  liens)  on  such  additional  property,  and 
(h)  the  obligations  secured  by  such  divisional  liens 
(herein  referred  to  as  divisional  lien  bonds)  do  not 
exceed  twenty-five  per  centum  (25%)  of  the  ajmount  of 
such  additional  properties,  and 

(c)  the  principal  amount  of  all  divisional  lien  bonds 
does  not  exceed  twenty-five  per  centum  (25%)  of  the 
aggregate  principal  amount  of  the  bonds  at  the  time 
outstanding  hereunder, 

all  as  more  fully  provided  in  this  article  and  subject  to  the 
exceptions  expressed  in  this  article. 

Section  2.  All  the  provisions  and  requirements  of 
article  III,  except  the  requirement  that  additional  prop¬ 
erty  be  subjected  to  the  lieu  of  this  indenture  as  a  first  lien, 
shall  apply  to  the  issue  of  bonds  under  this  article.  If 
the  Company  shall  acquire  additional  property  subject  to 
any  liens  (which  thereupon  become  divisional  liens  under 
the  provisions  hereof),  the  value  thereof  to  the  Company 
shall  be  determined  for  the  puiqioses  of  this  article  as  if 
such  property  were  free  of  such  liens,  and  the  principal 
amount  of  obligations  secured  thereby  (and  thus  becoming 
divisional  lien  bonds)  shall  be  included  as  a  part  of  tiie 
cost  to  the  Company  of  such  additional  property.  If  the 


67 


Article  IV. 

Section  2. 


Company  shall  acquire  additional  property  which  becomes 
subject  to  some  existing  divisional  lien  by  reason  of  its 
attachment  to  real  property  subject  thereto  or  otherwise, 
the  value  and  cost  thereof  to  the  Company  shall  be  deter¬ 
mined  for  the  purposes  of  this  article  as  if  such  property 
did  not  become  subject  to  such  divisional  lien. 


Sections.  (1)  Bonds  executed  by  the  Company  and 
delivered  to  the  Trustee  shall,  upon  application  by  the 
Treasurer  of  the  Company,  be  certifie’d  by  the  Trustee  and 
delivered  from  time  to  time  to  the  Treasurer  of  the  Com¬ 
pany,  or  upon  his  written  order,  if  applied  for  in  respect 
of  any  additional  property,  notwithstanding  the  existence 
of  any  lien  on  such  additional  property  at  the  time  of 
the  acquisition  thereof,  which  thereupon  becomes  a  divis¬ 
ional  lien,  or,  as  the  case  may  be,  notwithstanding  that  the 
same  upon  the  construction  or  acquisition  thereof  by  the 
Company  shall  become  subject  to  some  existing  divisional 
lien  by  reason  of  its  attachment  to  real  property  subject 
thereto,  or  otherwise, — provided,  however,  that  the  other 
requirements  of  section  19  of  article  I,  of  article  III  and 
of  this  article  with  respect  to  the  issue  and  certification  of 
bonds  have  been  complied  with  by  the  Company,  and  pro¬ 
vided  further  that  the  Company  shall  then  or  theretofore 
have  deposited  with  the  Trustee  an  amount  in  money  equal 
to  the  principal  amount  of  the  outstanding  divisional  lien 
bonds  secured  by  said  divisional  lien  and  not  pledged  with 
the  Trustee  and  any  interest  matured  and  unpaid.  Such 
amount  shall  be  applied  by  the  Trustee  to  the  payment  of 
such  divisional  lien  bonds  and  interest  when  and  as  the 
Company  so  directs,  and  pending  such  application  shall  be 
held  by  the  Trustee  as  a  part  of  the  mortgaged  property. 

(2)  The  Trustee  shall  at  the  request  of  the  Company  in 
lieu  of  requiring  the  deposit  by  the  Company  of  all  or  any 
part  of  the  money  in  sub-section  (1)  of  this  section  re- 


Certiflcation 
and  delivery 
of  bonds  . 
under  this 
article. 


Money  to 
be  deposited 
Avith  Trustee, 
or 


bonds 

withheld. 


Article  IV. 

Section  3. 


68 


Refundable 

divisional 

liens. 


quiyed  to  be  deposited,  withhold  for  the  refunding  of  such 
divisional  lien  bonds  an  equivalent  amount,  at  their  face 
value,  of  the  bonds  which  have  been  applied  for  and  would 
forthwith  be  issuable  consistently  with  all  provisions  of 
this  article  but  for  such  requirement  for  deposit,  certifying 
and  delivering  only  the  balance,  if  any,  of  the  bonds  so 
applied  for;  provided,  however,  that  the  provisions  of  sec¬ 
tion  19  of  article  I  hereof  need  not  be  complied  with  in 
respect  of  any  bonds  so  withheld  until  the  issue  thereof. 
Upon  any  subsequent  application  for  the  issue  of  bonds 
under  said  subsection,  bonds  withheld  under  this  subsec¬ 
tion  shall,  for  the  purposes  of  the  said  subsection,  be  con¬ 
sidered  equivalent  to  the  deposit  with  the  Trustee  of  money 
equal  to  their  principal  amount. 

(3)  If  money  shall  have  been  deposited  or  bonds  with¬ 
held  under  the  provisions  of  this  section  to  an  aggregate 
amount  equal  to  the  aggregate  principal  amount  of  the 
outstanding  divisional  lien  bonds  secured  by  any  divisional 
lien,  such  divisional  lien  shall  be  included  in  the  phrase 
refundable  divisional  lien  wherever  herein  used  and  the 
divisional  lien  bonds  secured  therebv  shall  be  included  in 

t/ 

the  phrase  refundable  divisional  lien  bonds  wherever 
herein  used. 


Restriction 
on  amount 
of  divisional 
lien  bonds  on 
particular 
property. 


Section  4.  (1)  If  any  additional  property  in  respect  of 
wliicli  the  issue  of  any  bonds  is  applied  for  under  section 
3  of  this  article  is  subject  to  a  principal  amount  of  divis¬ 
ional  lien  bonds  which,  after  deducting  therefrom  all  money 
deposited  by  the  Company  with  the  Trustee  under  said  sec¬ 
tion  in  respect  of  said  divisional  lien  bonds,  is  greater  than 
twenty-five  percentum  (25%)  of  the  amount  of  such  ad¬ 
ditional  property,  then  and  in  that  case  no  bonds  shall, 
except  as  provided  in  subsection  (2)  of  this  section,  be 
certified  hereunder  (and  accordingly  none  shall  be  avail¬ 
able  for  withholding  under  subsection  (2)  of  section  3 


69 


Article  IV. 
Section  4. 


of  this  article)  in  respect  of  such  additional  property  until 
the  amount  of  such  divisional  lien  bonds  less  the  amount  of 
the  money  so  deposited  with  the  Trustee  and  remaining  on 
deposit  at  the  time,  is  no  longer  greater  than  twenty-five 
per  centum  (25%)  of  the  sum  of  (a)  the  amount  of  such 
additional  property  at  the  time  of  the  acquisition  thereof 
by  the  Company  and  (b)  the  amount  of  any  further  ad¬ 
ditional  property  acquired  by  the  Company  and  becoming 
subject  to  the  same  divisional  lien;  and  then  and  from  time 
to  time  thereafter  bonds  may  be  certified  and  delivered 
(and  accordingly  be  available  for  withholding)  under  tlie 
said  section  3  of  this  article. 

(2)  In  case,  however,  such  additional  property  consists 
of  any  individual  acquired  plant  or  system  in  any  of  the 
counties  of  Albany,  Fulton,  Herkimer,  Montgomery, 
Oneida,  Eensselaer,  Saratoga,  Schenectady,  Warren  and 
Washington  in  the  State  of  New  York,  or  of  additions, 
improvements  or  extensions  thereto  becoming  subject 
to  aii}^  divisional  lien  thereon,  bonds  may  be  certified  and 
delivered  in  respect  thereof  or  be  available  for  withholding 
to  refund  divisional  lien  bonds  thereon  under  the  said 
section  3,  notwithstanding  non-compliance  with  subsection 
(1)  of  this  section  if,  but  only  if,  the  outstanding  amount 
of  the  divisional  lien  bonds  on  such  individual  property 
not  deposited  with  the  Trustee,  minus  the  amount  of  money 
deposited  by  the  Company  with  the  Trustee  under  section 
3  of  this  article  in  respect  of  said  divisional  lien  bonds, 
does  not  at  the  time  exceed  two  million  five  hundred  thou¬ 
sand  dollars  (|2,500,000) . 

Section  5.  No  bonds  shall  at  any  time  be  issued  under 
section  3  of  this  article  (and  accordingly  none  shall  be 
available  for  withholding  under  subsection  (2)  of  section 
3  of  this  article)  if  the  aggregate  outstanding  principal 
amount  of  divisional  lien  bonds  not  deposited  with  the 


Restriction 
on  aggregate 
amount  of 
divisional 
lien  bonds. 


Article  IV. 

Section  5. 


70 


Trustee  hereunder,  minus  the  total  amount  of  money  de¬ 
posited  with  and  then  held  by  the  Trustee  under  section 
3  of  this  article  in  respect  of  any  thereof,  after  such  issue 
wmuld  exceed  twenty-five  i)er  centum  (25%)  of  the  princi¬ 
pal  amount  of  all  bonds  outstanding  hereunder,  or  ten 
million  dollars  (|10,000,000) ,  whichever  is  greater.  The 
provisions  of  tliis  section  shall  not  be  construed  to  permit 
the  acquisition  of  any  property  subject  to  such  an  amount 
of  divisional  lien  bonds  as  to  create  such  an  excess. 


Adirondack 
Electric 
Power  Cor¬ 
poration 
and  Kanes 
Palls  Electric 
Company, 
bonds. 


Section  6.  If  the  Com])any  shall  acquire  the  property 
of  the  Adirondack  Electric  Power  Corporation  or  of  the 
Kanes  Falls  Electric  Company,  the  following  mortgages 
or  deeds  of  trust,  namely  : 


(«) 

Adirondack  Electric  Power  Corpora¬ 
tion  to  New  England  Trust  Company, 

dated  January  1,  1912, 

15,000,000 

J.  C.  McIntyre  to  Patrick  Cortney, 
dated  June  15,  1888,  assigned  to  Flora 

L.  Patterson 

Eugene  L.  Ashley  to  Caroline  Mason, 
dated  September  19,  1894,  assigned 

1600 

to  Virginia  M.  Gow 

Eugene  L.  Ashley  to  Myra  A.  Butler, 

|1,000 

dated  September  5,  1895 

Kanes  Falls  Pulp  Company  to  Edgar 
T.  Brackett,  dated  November  29,  1899, 

1175 

assigned  to  Josephine  Cook 

Kanes  Falls  Electric  Company  to  Co¬ 
lumbia  Trust  Company,  dated  June 

125,000 

27,  1905 

1151,225 

as  the  case  may  be,  shall  be  refundable  divisional  liens, 
and  the  principal  amounts  of  bonds  and  obligations  now 
outstanding  thereunder  respectively,  as  indicated  in  the 

foregoing  table,  shall  be  refundable  divisional  lien  bonds ; 

• 

and  the  provisions  of  sections  4  and  5  of  this  article. 


71 


Article  IV. 

Section  6. 


and  the  requirement  of  section  3  of  this  article  for  a  deposit 
of  money  or  withholding  of  bonds,  shall  not  apply  thereto. 

Section  7.  Any  of  the  money  deposited  or  bonds  with¬ 
held  under  section  3  of  this  article  against  any  divisional 
lien  bonds  shall,  in  the  case  of  money,  be  paid  by  the  Trus¬ 
tee  to  the  Company  in.  accordance  with  the  provisions  of 
sub-section  (3)  of  section  3  of  article  VI  hereof,  or,  in  the 
case  of  bonds,  shall  be  certified  and  delivered  by  the  Trus¬ 
tee  to  the  Company  in  accordance  with  the  provisions  for 
refunding  contained  in  article  V  hereof,  and  upon  the 
pledge  hereunder,  or,  if  the  pledge  hereunder  is  not  possible 
and  the  Company  shall  furnish  the  Trustee  evidence  of  that 
fact  satisfactory  to  the  Trustee,  the  cancellation,  of  a  like 
principal  amount  of  such  divisional  lien  bonds,  provided 
that  the  requirements  both  of  section  4  and  of  section  5  of 
this  article  shall  have  been  complied  with  at  or  after  the 
time  of  the  acquisition  by  the  Company  of  the  additional 
property  upon  which  such  divisional  lien  bonds  are  secured 
by  lien  prior  to  that  of  this  indenture;  and  provided, 
further,  that  the  balance  of  such  money  and  bonds  (the 
latter  taken  at  their  principal  amount)  shall  not  be  less 
than  the  principal  amount  of  such  divisional  lien  bonds 
remaining  outstanding  and  not  pledged  hereunder. 

Section  8,  Any  divisional  lien  bonds  received  by  the 
Trustee  uncancelled  shall  be  kept  alive  and  shall  continue 
to  be  held  by  the  Trustee  subject  to  the  lien  of  this  inden¬ 
ture.  Neither  the  principal  nor  the  interest  of  any  such 
bonds  shall  be  collected  or  shall  be  required  to  be  paid, 
unless  and  until  proceedings  shall  have  been  instituted  to 
enforce  the  divisional  lien  securing  such  bonds;  but  then 
and  thereupon  all  such  bonds  then  so  deposited,  uncan¬ 
celled,  and  all  interest  thereon  maturing  on  or  subsequent 
to  the  date  upon  which  the  default  was  made  for  which 


Disposition  of 
money  de¬ 
posited  and 
bonds 
withheld. 


Divisional 
lien  bonds 
received  by 
Trustee. 


Article  IV. 

Section  8. 


72 


Discharge  of 

divisional 

liens. 


such  proceedings  sliall  have  been  instituted,  shall  be  en¬ 
titled  to  payment,  and  payment  thereof  shall  be  enforced, 
while  such  default  continues,  ratably  and  equally  with  all 
of  the  other  bonds  of  said  issue  not  deposited  with-  the 
Trustee.  The  proceeds  of  such  payments  shall  be  held  by 
the  Trustee  as  additional  security  under  this  indenture 
and  upon  the  trusts  herein  declared.  All  interest  matur¬ 
ing  upon  any  such  deposited  bonds  prior  to  any  such 
default  shall  be  deemed  to  have  been  paid  and  satisfied, 
and,  upon  request  of  the  Company,  the  coupons  represent¬ 
ing  such  last-mentioned  interest  shall  be  cancelled  by  the 
Trustee  and  delivered  to  the  Company. 

Section  9.  When  all  the  divisional  lien  bonds  secured 
by  any  one  divisional  lien  and  not  pledged  with  the  Trus¬ 
tee  shall  have  been  paid  or  discharged,  the  pledged  bonds 
shall  not  be  presented  for  payment,  but  the  Company 
shall,  as  soon  as  possible  (if  there  are  no  divisional  lien 
bonds  outstanding  secured  by  a  junior  lien  on  the  same 
property),  cause  such  divisional  lien  to  be  discharged  of 
record,  and  the  Trustee,  if  furnished  with  an  opinion  of 
counsel  (who  may  be  of  counsel  to  the  Company)  selected 
by  the  Company  and  acceptable  to  the  Trustee,  that  there 
are  no  divisional  lien  bonds  outstanding  secured  by  a  junior 
lien  on  the  same  property,  shall  deliver  to  the  Company 
for  such  purpose  all  of  such  divisional  lien  bonds  held  by  it 
and  may  take  any  action  which  it  deems  appropriate  to 
procure  the  discharge  of  record  of  such  lien.  The  Trustee 
shall  be  furnished  with  evidence  of  such  discharge  in  the 
forms  of  a  certificate  of  the  President  or  a  Vice-President 
of  the  Company  and  an  opinion  of  counsel  who  may  >be 
counsel  of  the  Company  as  to  the  sufficiency  of  such  dis¬ 
charge,  and  thereupon  any  bonds  withheld  pursuant  to 
this  article  in  respect  of  such  divisional  lien  bonds 
shall  be  certified  and  delivered  to  the  Company  and  any 


73 


Article  IV. — Article  V. 


money  deposited  in  respect  thereof  shall  be  repaid  to  the 
Company. 


Section  10.  The  cancellation  of  divisional  lien  bonds  Proof  of 
pursuant  to  section  7  of  this  article  may  be  proved  by  cancellation 
any  evidence  satisfactory  to  the  Trustee,  which  may  con-  ifen^bonX^^ 
sist  of  a  certificate  of  the  trustee  or  mortgagee  under  the 
divisional  lien  securing  the  same. 

The  amount  of  divisional  lien  bonds  on  any  property  may 
be  proved  by  an  opinion  of  counsel  (who  may  be  of  counsel 
to  the  Company)  selected  by  the  Company  and  acceptable 
to  the  Trustee. 


ARTICLE  V. 

Issue  of  Bonds  for  Refunding  Purposes. 

• 

Section  1,  Additional  bonds  may  be  issued  pursuant  issue  of  bonds 
to  the  provisions  of  this  article  for  the  purpose  of  refunding  pu^rpfses!^^°^ 
a  like  principal  amount  of  other  bonds  secured  hereby  or, 
if  and  when  authorized  by  article  IV  hereof,  of  refundable 
divisional  lien  bonds,  all  as  more  fully  provided  in  this 
article. 

Section  2,  Bonds  may  be  issued  pursuant  to  the  pro-  what  bonds 
visions  of  this  article  for  the  purpose  of  refunding,  by  pay-  abL!^  ^ 
ment,  purchase,  exchange,  redemption  or  otherwise  retir¬ 
ing,  a  like  principal  amount  of 

(u)  bonds  then  outstanding  hereunder,  or 

(b)  divisional  lien  bonds  referred  to  in  section  6 
of  article  IV  hereof,  or 

(c)  other  refundable  divisional  lien  bonds  (the 
bonds  to  be  issued  in  this  case  shall  be  the  bonds  with¬ 
held  under  article  IV  hereof  to  refund  such  refund¬ 
able  divisional  lien  bonds). 


Article  V. 

Section  2, 


74 


provided  that  such  payment,  purchase,  exchange,  redemp¬ 
tion  or  other  retirement  has  not  been  used  as  the  basis 
for  the  issue  of  any  bonds  hereunder  or  as  the  basis  for 
the  payment  of  any  moneys  to  the  Company  by  the  Trustee 
or  by  the  trustee  or  mortgagee  under  any  divisional  lien. 


Documents 
Trustee  is  to 
receive  before 
certifying 
bonds  for 
refunding 
purposes. 


Sections,  (1)  Bonds  executed  by  the  Company  and 
delivered  to  the  Trustee  shall,  upon  application  by  the 
Treasurer  of  the  Company,  be  certified  by  the  Trustee  and 
delivered  from  time  to  time  to  the  Treasurer  of  the  Com¬ 
pany,  or  upon  his  written  order,  upon  receipt  by  the  Trus¬ 
tee  of  the  documents  specified  in  section  19  of  article  I 
hereof  and  of  the  additional  documents  and  evidence  speci¬ 
fied  in  this  section,  and  upon  receipt  by  the  Trustee  of 
such  other  proofs,  if  any,  as  shall  be  required  by  the  Trus¬ 
tee  in  respect  of  any  pertinent  facts. 

(2)  There  shall  be  delivered  to  the  Trustee  a  certified 
copy  of  a  resolution  or  vote  of  the  Board  of  Directors  of 
the  Company,  describing  the  bonds  to  be  refunded  and 
certifying  that  the  acquisition,  payment  or  retirement 
thereof  has  not  been  used  as  the  basis  for  the  issue  of  any 
bonds  hereunder  or  as  the  basis  for  the  payment  of  any 
moneys  to  the  Company,  by  the  Trustee  or  by  the  trustee 
or  mortgagee  under  any  divisional  lien. 

(3)  There  shall  be  delivered  to  the  Trustee  evidence 
satisfactory  to  the  Trustee  that  of  the  bonds  to  be  refunded 
a  principal  amount  equal  to  the  principal  amount  of  the 
refunding  bonds  to  be  certified  and  delivered  has  been,  or 
concurrently  with  the  certification  and  delivery  of  such 
refunding  bonds  will  be,  cancelled  or  deposited  with  the 
Trustee. 


75 


Article  VI. 

Section  1. 


ARTICLE  VI. 

Issue  op  Bonds  for  Money. 

Section  1.  If  at  any  time  the  Company  desires  to  an¬ 
ticipate  the  issue  of  bonds  for  additional  property  or  for 
refunding  purposes  under  any  provision  hereof,  and  if  in 
the  former  case  the  net  earnings  requirements  of  article 
III  are  met,  additional  bonds  may  be  issued  pursuant  to 
the  provisions  of  this  article  and  subject  to  the  limitation 
of  amounts  contained  in  section  4  thereof,  upon  the  deposit* 
with  the  Trustee  of  money  equal  to  the  principal  amount 
of  such  bonds,  and  such  money  may  be  withdrawn  by  the 
Company  for  additional  properties  or  for  refunding  pur¬ 
poses  as  the  case  may  be,  all  as  more  fully  provided  in 
this  article. 

• 

Section  2,  (1)  Bonds  executed  by  the  Company  and 

delivered  to  the  Trustee  shall,  upon  application  by  the 
Treasurer  of  the  Company,  be  certified  by  the  Trustee  and 
delivered  from  time  to  time  to  the  Treasurer  of  the  Com¬ 
pany,  or  upon  his  written  order,  upon  receipt  by  the  Trus¬ 
tee  of  the  documents  specified  in  section  19  of  article  I 
hereof  and  of  the  money  and  additional  documents  speci¬ 
fied  in  this  section,  and  upon  receipt  by  the  Trustee  of 
such  other  proofs,  if  any,  as  shall  be  required  by  the  Trus¬ 
tee  in  respect  of  any  pertinent  facts. 

(2)  There  shall  be  delivered  to  the  Trustee  a  certified 
copy  of  a  resolution  or  vote  of  the  board  of  directors  of 
the  Company  stating  whether  the  application  is  to  antici¬ 
pate  the  issue  of  bonds  for  additional  property  or  to  antici¬ 
pate  the  issue  of  bonds  for  refunding  purposes,  and  in  the 
latter  case  specifying  the  bonds  to  be  refunded,  which  shall 
be  such  as  are  referred  to  in  section  2  of  article  V  hereof 


Issue  of 
bonds  for 
money. 


Documents 
Trustee  is  to 
receive  before 
certifying 
bonds  for 
money. 


Article  VI. 

Section  2. 


76 


and  shall  be  not  less  in  principal  amount  than  the  bonds 
applied  for,  and  stating  the  manner  in  which  the  same  are 
to  be  retired,  whether  by  purchase,  call  for  redemption, 
payment  at  maturity  or  otherwise. 

(3)  There  shall  be  delivered  to  the  Trustee  a  sum  of 
money  equal  to  the  principal  amount  of  the  bonds  applied 
for. 

(4)  There  shall  be  delivered  to  the  Trustee  in  case  the 
application  is  to  anticipate  the  issue  of  bonds  for  addi¬ 
tional  property,  a  certificate  such  as  is  required  in  sub¬ 
section  (4)  of  section  6  of  article  III  hereof,  covering  the 
*  matters  referred  to  in  subdivisions  (a)  and  (h)  of  said 

sub-section. 


Disposition 
of  money 
deposited. 


Section  3.  (1)  Money  deposited  with  the  Trustee  pur¬ 
suant  to  the  provisions  of  tliis  article  shall  be  held  by  the 
Trustee  as  part  of  the  mortgaged  property  and  shall  be 
repaid  to  the  Company,  or  upon  its  w^ritten  order,  pursuant 
to  the  provisions  of  this  section,  upon  application  by  the 
Treasurer  of  the  Company  accompanied  by  a  certified  copy 
of  a  resolution  or  vote  of  the  board  of  directors  of  the  Com¬ 
pany  requesting  such  payment  and  by  the  other  documents 
and  evidence  specified  in  this  section. 

(2)  Money  deposited  upon  an  application  to  anticipate 
the  issue  of  bonds  for  additional  property  shall  be  repaid 
to  the  Company  in  respect  of  additional  property  in  lieu  of 
and  in  amounts  equal  to  the  principal  amount  of  bonds 
wliich  would  otherwise  be  issuable  under  the  provisions  of 
article  III  or  of  article  IV  hereof  in  respect  of  such  addi¬ 
tional  property,  and  only  under  the  conditions  under  which 
such  bonds  would  be  issuable,  except  that  the  limitations 
as  to  net  earnings  particularly  set  forth  in  section  5  of 
article  III  shall  not  be  applicable.  Additional  property 
used  as  a  basis  for  the  withdrawal  of  money  under  this 
sub-section  shall  for  the  purposes  of  sub-section  (5)  of  sec- 


Article  VI. 
Section  3. 


tion  2  of  article  III  be  considered  to  liave  been  used  as  the 
basis  for  the  issue  of  bonds  of  a  i)rincipal  amount  equal  to 
the  amount  of  money  so  withdrawn,  and  no  money  sliall  be 
repaid  to  the  Company  if  such  repayment  would  involve 
a  violation  of  the  said  sub-section  when  applied  as  pro¬ 
vided  in  this  sentence. 

Each  application  for  the  repayment  of  any  such  money 
shall  be  accompanied  by  the  documents  specified  in  section 
G  of  article  III  hereof,  except  those  specified  in  section  19 
of  article  I  hereof ;  provided  that  the  certificate  re¬ 
quired  by  sub-section  (4)  of  said  section  need  not  cover  the 
matters  referred  to  in  subdivisions  (a)  and  (6)  of  said 
sub-section. 

(3)  Money  deposited  upon  an  application  to  anticipate 
the  issue  of  bonds  for  the  purpose  of  refunding  any  bonds 
shall  be  repaid  to  the  Company  in  respect  of  the  refunding 
of  such  bonds  in  amounts  equal  to  the  principal  amounts  of 
the  bonds  to  be  refunded. 

Each  application  for  the  repayment  of  any  such  money 
shall  be  accompanied  by  the  documents  and  evidence  speci¬ 
fied  in  section  3  of  article  V  hereof,  except  those  specified  in 
section  19  of  article  I  hereof. 

Section  4.  The  Trustee  shall  not  at  any  time  certify 
and  deliver  bonds  under  this  article  when  compliance  with 
the  requirements  of  this  article  would  result  in  the  Trus¬ 
tee’s  holding  moneys  received  under  this  article  to  antici¬ 
pate  the  issue  of  bonds  for  additional  property,  in  excess  of 
five  million  dollars  (|5, 000,000)  principal  amount  or  ten 
per  centum  (10%)  of  all  bonds  outstanding  hereunder, 
whichever  is  greater. 


Limitation  on 
issue  of 
bonds  for 
money. 


Article  VII. 


78 


ARTICLE  VII. 

Call  and  Redemption  of  Bonds. 


Bonds 

redeemable. 


Call  and 
notice. 


Except  as  may  be  otherwise  determined  in  respect  of 
any  series  at  the  time  of  the  authorization  thereof,  the 
Company  may  call  and  retire  the  bonds  issued  and 
outstanding  hereunder,  or  the  bonds  of  any  series,  as  a 
whole,  or  may  call  and  retire  any  bonds  selected  by  the 
Trustee  by  lot  from  any  particular  series,  on  any  interest 
day  before  maturity  at  the  option  of  the  Company,  by  the 
payment  of  the  principal  thereof  and  interest  then  accrued 
and  such  premium  on  the  principal  thereof  as  is  stated  in 
the  respective  bonds. 

Notice  of  such  call,  which  in  case  of  a  call  of  less  than 
all  the  bonds  of  any  particular  series  shall  specify  the 
numbers  of  the  bonds  to  be  called,  shall  be  published  once 
each  week  for  three  successive  weeks  in  one  or  more  news¬ 
papers  of  general  circulation  published  in  Boston,  Mas¬ 
sachusetts,  and  in  one  or  more  newspapers  of  general 
circulation  published  in  the  Borough  of  Manhattan,  City 
of  New  York,  and  in  one  or  more  newspapers  of  general 
circulation  published  in  the  county  where  the  principal 
place  of  business  of  the  Company  is  located,  the  first  pub¬ 
lication  to  be  not  less  than  sixty  (60)  days  prior  to  the 
date  fixed  for  such  payment,  and  by  mailing  notices  of 
such  call  to  all  registered  holders  of  bonds  to  be  called  at* 
their  respective  registered  addresses,  not  less  than  sixty 
(60)  days  prior  to  the  date  so  fixed  for  such  payment.  In 
the  case  of  the  call  of  bonds  payable  also  or  only  in  any 
place  or  places  outside  the  United  States  of  America,  such 
publication  shall  also  be  made  in  a  newspaper  or  news¬ 
papers  of  general  circulation  published  in  the  place  or 
places  outside  the  United  States  of  America  where  such 
bonds  are  made  payable. 


79  Article  VII. — Article  VIII. 


The  Compauy,  prior  to  the  date  fixed  for  such  payment, 
and  in  due  time  for  remittance  to  the  place  or  places  of 
such  payment,  shall  deposit  with  the  Trustee  a  sum  of 
money  sufficient  for  the  redemption  of  the  bonds  so  called. 
Interest  on  the  bonds  so  called  shall  cease  from  and  after 
the  date  fixed  for  such  payment,  provided  said  sum  of 
money  shall  have  been  so  deposited  and  the  notice  herein¬ 
before  mentioned  shall  have-  been  duly  given,  and  there- 
after  the  holders  thereof  shall  not  be  entitled  to  any  benefit 
of  or  from  this  indenture  except  to  require  of  the  Trustee 
an  accounting  for  the  amount  so  deposited. 

In  case  any  question  shall  arise  as  to  whether  or  not 
any  such  notice  shall  have  been  sufficiently  given,  such 
question  shall  be  decided  by  the  Trustee,  and  its  decision 
shall  be  final  and  binding  upon  all  parties  in  interest.  All 
bonds  redeemed  and  paid  under  this  article  shall  be  can¬ 
celled  and  shall  not  be  reissued. 


ARTICLE  VIII. 

Possession  and  Use  op  Property  before  Default. 

Until  the  happening  of  some  one  or  more  of  the 
events  of  default  enumerated  in  section  1  of  article 
XI  hereof,  the  Company  shall  be  suffered  and  per¬ 
mitted  to  possess,  operate,  use,  maintain  and  enjoy 
all  the  franchises,  rights^  and  property  of  every  kind 
conveyed  by  this  mortgage  or  deed  of  trust  and  every  part 
thereof  (except  any  certificates  of  stock,  bonds,  notes  and 
other  evidences  of  indebtedness  which  may  at  any  time  be 
pledged  hereunder),  with  the  appurtenances  thereto,  and 
to  take  and  use  the  income,  rents,  issues  and  profits  thereof, 
with  power  in  the  ordinary  course  of  business  to  sell  and 
dispose  of,  use  and  consume  materials  and  supplies  and 


Deposit  of 
redemption 
price  with 
Trustee. 


Company 
to  retain 
possession 
of  property. 


Article  VIII. — Article  IX.  80 


Covenant  to 
pay  principal 
and  interest. 


To  perform  all 
obligations. 


Not  to  extend 
interest. 


To  cancel 
coupons  etc. 
owned  by 
Company  at 
maturity. 


deal  with  contracts  and  choses  in  action  relating  thereto 
(but  with  franchises  only  as  herein  authorized) .  If  at  any 
time  any  stock  or  other  securities,  except  such  bonds  as 
are  required  by  this  indenture  as  originally  executed  to  be 
deposited  hereunder,  shall  be  so  pledged,  the  respective 
rights  therein  of  the  Company,  the  Trustee  and  the  bond¬ 
holders  may  be  fixed  by  supplemental  indenture. 


AKTICLE  IX. 

Certain  Covenants  op  the  Company. 

Section  1.  The  Company  covenants  and  agrees  to  pay 
without  extension,  the  principal  and  interest  of  all  bonds 
hereby  secured  as  and  when  the  same  shall  become  due 
and  payable  according  to  the  tenor  of  said  bonds  and  the 
interest  coupons  thereon,  if  any.  The  Company  fur¬ 
ther  covenants  and  agrees  to  perform  all  the  obligations 
herein  and  in  said  bonds  by  it  required  to  be  performed. 
The  Company  covenants  and  agrees  that  it  will  not  directly 
or  indirectly  extend  or  assent  to  the  extension  of  the  time 
for  payment  of  any  coupons  or  interest  upon  any  bonds, 
whether  by  purchase  or  funding  of  coujions  or  by  any  other 
arrangement.  Xo  coupon  or  instalment  of  interest,  the 
time  of  payment  of  which  is  so  extended  whether  or 
not  through  action  of  the  Company,  and  no  coupon 
not  accompanied  by  its  bond,  shall  be  entitled  to  the  se¬ 
curity  of  these  presents  except  subject  to  the  prior  payment 
in  full  of  all  other  coupons  and  instalments  of  interest  and 
of  the  principal  of  all  bonds.  If  any  coupons  or  claims  for 
interest  on  any  of  the  bonds  secured  hereby  shall  be  owned 
by  the  Company  at  or  after  the  maturity  of  such  coupons  or 
claims  for  interest,  then  such  matured  coupons  or  claims 
for  interest  shall  not  be  entitled  to  the  benefit  or  security 
of  this  indenture,  and  the  Company  covenants  that  all 


81 


Article  IX. 

Section  1. 


such  coupons  and  claims  for  interest  so  owned  by  it  at  or 
after  their  maturity  shall  be  cancelled  promptly. 

The  Company  further  covenants  and  agrees  to  pay,  or 
cause  to  be  paid,  without  extension,  all  principal  and  inter¬ 
est  as  and  when  the  same  is  due  and  payable  upon  any  di¬ 
visional  lien  bonds  for  the  payment  of  which  the  Company 
is  liable  as  maker  or  guarantor  or  upon  a  contract  of  as¬ 
sumption  or  otherwise,  or  upon  any  divisional  lien  bonds 
secured  by  divisional  lien  covering,  as  a  lien  prior  to  that 
of  these  presents,  any  property  which  {a)  shall  have  been 
used  as  a  basis  for  the  certification  of  bonds  or  a  release 
or  the  withdrawal  of  moneys  from  the  Trustee  under  any 
provision  of  this  indenture,  or  the  withdrawal  of  any 
moneys  from  the  trustee  or  mortgagee  under  any  other 
divisional  lien,  and  (b)  shall  not  have  been  used  as  a 
basis  for  a  release  or  withdrawal  of  moneys  from  the 
Trustee  merely  in  connection  with  the  substitution  thereof, 
directly  or  indirectly,  for  other  property  subject  to  such 
divisional  lien.  The  Company  further  covenants  to  ob¬ 
serve  or  cause  to  be  observed  all  the  terms  and  conditions 
of  any  such  divisional  lien  bonds  and  of  the  divisional 
liens  respectively  securing  the  same. 

Section  2,  The  Company  covenants  that  it  is  lawfully 
seized  and  possessed  of  the  property,  rights,  titles  and  in¬ 
terests  presently  mortgaged  hereby  and  every  part  thereof 
and  that  the  same  are  respectively  free  and  clear  from 
all  liens  of  every  nature  having  priority  or  which  may 
become  entitled  to  priority  over  the  lien  of  these  presents 
and  that  it  has  full  power  and  lawful  authority  to  sell, 
convey  and  mortgage  the  same,  and  that  it  will  warrant 
and  defend  the  lien  and  interest  therein  of  the  Trustee 
under  this  mortgage  against  the  lawful  claims  of  all  and 
every  person  or  persons  claiming  or  who  may  claim  the 


To  pay 
divisional 
lien  bonds 
and  interest. 


To  observe 
conditions  of 
divisional 
liens. 


Of  title. 


same. 


Article  IX. 

Section  2. 


82 


The  Company  further  covenants  that  all  mortgaged 
property,  rights,  titles  and  interests  hereafter  acquired 
and  every  part  thereof,  except  such  as  shall  not  be  used 
as  a  basis  for  the  certification  of  bonds,  or  a  release, 
or  the  withdrawal  of  moneys  from  the  Trustee  under 
any  provisions  of  this  indenture,  or  the  withdrawal  of 
moneys  from  the  trustee  or  mortgagee  under  any  divi¬ 
sional  lien,  shall  be  respectively  free  and  clear  from  all 
liens  of  every  nature  having  priority  or  which  may  be¬ 
come  entitled  to  priority  over  this  indenture,  except 
refundable  divisional  liens ;  and  the  Company  further 
covenants  that  it  shall  have  full  power  and  lawful  au¬ 
thority  to  sell,  convey  and  mortgage  the  same,  and  that 
it  will  warrant  and  defend  the  lien  and  interest  therein  of 
the  Trustee  under  this  mortgage  against  the  lawful  claims 
of  all  and  every  person  or  persons  claiming  or  who  may 
claim  the  same,  except  as  aforesaid. 


To  give 
further 
assurances. 


To  procure 
discharge  of 
divisiontS 
liens. 


Section  3.  The  Company  shall  and  will  at  any  time 
upon  request  of  the  Trustee  do,  make,  acknowledge  and, 
deliver  all  and  every  such  acts,  deeds  and  assurances  as 
may  be  reasonably  required  by  the  Trustee  for  assuring  to 
and  to  the  use  of  the  Trustee,  its  successors  and  assigns, 
all  and  singular  the  premises  hereby  granted  or  intended 
so  to  be,  or  for  carrying  into  effect  the  intention  of  these 
presents,  or  for  subjecting  to  the  lien  hereof  any  property 
hereafter  acquired  by  it. 

Upon  the  payment  or  discharge  of  all  the  divisional  lien 
bonds  secured  by  any  divisional  lien,  the  Company  will 
procure  such  lien  to  be  discharged  of  record,  and  all  in¬ 
surance  policies,  funds  and  property  of  whatever  nature 
theretofore  held  in  any  manner  thereunder  thereupon  to  be 
transferred  and  delivered  to  and  held  by  the  Trustee. 


To  pay  taxes.  Section  4.  The  Company  covenants  to  pay  all  valid 
taxes,  assessments  and  government  charges  of  every  name 


83 


Article  IX. 
Section  4. 


and  nature  assessed  or  laid  upon  the  Company  or  upon 
the  mortgaged  property,  or  upon  the  income  and  profits 
thereof,  or  upon  any  interest  therein,  including  the  lien 
or  interest  of  the  Trustee,  and  all  sums  which  may  become 
due  and  payable  under  the  terms  of  any  and  all  licenses, 
franchises  and  municipal  ordinances ;  and  in  case  the  Com¬ 
pany  fails  to  pay  any  of  the  taxes,  assessments  or  govern¬ 
ment  charges  herein  mentioned,  or  any  sums  due  or  pay¬ 
able  under  the  terms  of  any  licenses,  franchises  or  muni¬ 
cipal  ordinances  as  aforesaid,  within  sixty  days  after 
the  same  shall  have  become  due  and  payable — or,  if  such 
failure  may  cause  the  loss  bj^  the  Company  of  any  of 
its  licenses,  rights,  privileges  or  franchises  which  shall 
be  necessary  to  enable  it  to  operate  and  maintain  as  then 
constructed  any  substantial  portion  of  its  system,  then 
forthwith  upon  the  same  becoming  due  and  payable— 
the  Trustee  shall  have  the  right  at  its  option,  and  upon 
being  indemnified  to  its  reasonable  satisfaction  and  re¬ 
quested  by  the  holders  of  at  least  one-tenth  of  the  bonds 
outstanding  so  to  do,  it  shall  be  its  duty,  to  pay  all 
such  taxes,  assessments  and  government  charges  or  other 
sums,  and  thereupon  the  Company  shall  repay  to  the 
Trustee  the  amount  thereof  upon  demand,  with  interest 
thereon  at  the  rate  of  six  per  centum  (6%)  per  annum 
from  the  time  the  same  was  paid  by  the  Trustee.  The 
amount  of  any  such  payments  by  the  Trustee  with  interest 
thereon  as  aforesaid  shall,  until  paid,  constitute  a  lien 
on  the  property  covered  by  these  presents,  and  in  case  of 
default  shall  be  repaid  to  the  Trustee  before  any  payments 
are  made  on  any  bonds  or  coupons.  The  Trustee  shall  be 
under  no  obligation  to  make  any  such  payment  unless  re¬ 
quested  by  the  liolders  of  one-tenth  of  the  bonds  outstand’ 
ing  and  indemnified  to  its  reasonable  satisfaction.  Nothing 
in  this  section  contained  shall  require  the  Company  or 
the  Trustee  to  pay  or  discharge  any  such  taxes,  assess- 


Article  IX. 
Section  4. 


84 


ments  or  government  charges  or  other  sums  as  aforesaid, 
so  long  as  the  validity  thereof  or  the  lawful  obligation  of 
the  Company  therefor  shall  be  contested  in  good  faith  and 
by  appropriate  legal  proceedings,  unless  such  delay,  in  the 
opinion  of  the  Trustee,  will  cause  the  mortgaged  property, 
or  some  part  thereof,  to  be  lost,  forfeited  or  materially 
endangered ;  and  provided  further  that  nothing  herein  con¬ 
tained  shall  be  construed  to  prevent  the  surrender  or  can¬ 
cellation  of  any  existing  ordinances  or  franchises  if  the 
conditions  of  article  X  hereof  are  complied  with. 


To  deposit 
with  Trustee 
all  divisional 
lien  bonds 
acquired. 


Restricting 
issue  of 
divisional 
lien  bonds. 


To  limit  total 
amount  of 
divisional 
lien  bonds. 


Section  5.  The  Company  covenants  that  it  will  de¬ 
posit  with  the  Trustee  as  a  part  of  the  mortgaged  prop¬ 
erty  all  divisional  lien  bonds  at  any  time  acquired  by  it, 
and  that  it  'will  not  issue  or  cause  or  permit  to  be  issued 
any  additional  bonds  under  the  mortgage  of  Adirondack 
Electric  Power  Corporation  dated  January  1,  1912,  and 
that  it  will  not  voluntarily  permit  to  be  issued  any  ad¬ 
ditional  bonds  under  any  other  divisional  lien  unless  all 
such  additional  bonds  shall  be  deposited  with  the  Trustee 
as  a  part  of  the  mortgaged  property;  provided,  however, 
that  if  by  supplemental  indenture  this  indenture  shall  be 
closed  against  the  issue  of  additional  bonds  hereunder, 
nothing  in  this  section  shall  restrict  the  subsequent  issue 
of  any  divisional  lien  bonds  under  any  divisional  lien 
which  affects,  as  a  lien  prior  to  that  of  this  indenture,  only 
property  thereafter  acquired. 

The  Company  covenants  that,  unless  by  indenture  sup¬ 
plemental  hereto  this  indenture  shall  first  be  closed  against 
the  issue  of  additional  bonds  hereunder,  the  total  outstand¬ 
ing  principal  amount  of  divisional  lien  bonds,  exclusive 
of  such  as  shall  be  pledged  hereunder,  and  minus  the  total 
amount  of  money  deposited  with  and  then  held  by  the  Trus¬ 
tee  under  section  3  of  article  IV  hereof  in  respect  of  any 
thereof,  shall  at  no  time  exceed  twenty-five  per  centum 


85 


Article  IX. 

Section  5. 


(25%)  of  the  aggregate  principal  amount  of  bonds  out¬ 
standing  under  this  indenture,  or  ten  million  dollars 
(110,000,000)  whichever  is  the  larger  amount:  provided, 
however,  that  this  limitation  shall  not  prevent  the  acquisi¬ 
tion  of  any  stocks  or  other  securities. 

Section  6.  The  Company  will  not  suffer  any  lien  or 
charge  superior  or  equal  to  the  lien  hereof,  except  divi¬ 
sional  liens,  to  attach  to  the  mortgaged  property ;  provided, 
however,  that  the  Company  shall  have  the  right  to  contest 
any  such  lien  or  charge  and  any  obligation  by  virtue  of 
which  such  lien  or  charge  is  claimed  to  exist,  and  pending 
such  contest,  may  defer  the  payment  or  discharge  thereof, 
provided  that  such  security  for  such  payment  or  discharge 
shall  be  given  as  the  Trustee  may  require. 

In  case  the  Company  shall  hereafter  create  any  mort¬ 
gage  upon  the  property,  rights  and  franchises  subject  to 
the  lien  hereof,  or  upon  any  part  thereof,  such  mortgage 
shall  be  and  shall  be  expressed  to  be  subject  to  the  prior 
lien  hereof  upon  the  property,  rights  and  franchises  sub¬ 
ject  to  the  lien  hereof  for  the  security  of  all  bonds  then 
outstanding  or  thereafter  to  be  issued  hereunder. 

Section  7.  The  Company  covenants  that,  except  in  the 
manner  in  article  XV  hereof  expressly  authorized,  it  will 

not  in  any  manner,  whether  by  consolidation,  transfer, 

« 

grant  or  otherwise,  and  whether  or  not  expressly  subject 
to  the  continuing  lien  hereof,  dispose  of  or  lease  its 
property  as  a  whole  or  substantially  as  a  whole. 

Section  8.  The  Company  covenants  that,  except  as 
provided  in  article  XV  hereof,  it  will  continue  unin¬ 
terruptedly  to  carry  on  its  business  and  to  use  and 
operate  its  system  in  an  efficient  manner,  that  it  will  not 
commit,  or  permit  or  suffer  others  to  commit,  strip  or 
waste  of  the  mortgaged  property,  that  it  will  maintain  and 


Not  to  permit 
prior  liens 
to  attach. 


To  make 

subsequent 

mortgages 

expressly 

subject 

hereto. 


Not  to 
dispose  of 
property. 


To  carry 
on  business. 


Article  IX. 

Section  8. 


86 


To  maintain 
property. 


preserve  tlie  mortgaged  property  and  that  it  will  at  all  times 
maintain,  preserve  and  keep  the  plants,  buildings,  machin¬ 
ery,  poles,  wires  and  lines  and  other  equipment  and  prop¬ 
erty  subject  to  this  indenture,  with  their  j)rivileges  and  ap¬ 
purtenances,  in  thorough  repair,  good  and  serviceable  con¬ 
dition,  and  in  a  state  of  high  operating  efficiency  and  fully 
supplied  with  all  necessary  equipments,  and  from  time  to 
time  wdll  make  all  needful  and  proper  repairs,  renewals, 
replacements  and  alterations,  and  will  maintain  a  suitable 
reserve  to  provide  for  the  retirement  of  its  property;  but 
nothing  in  this  instrument  contained  shall  be  construed 
to  prevent  the  Company  from  selling  or  procuring  the. 
release  of  any  property  under  the  conditions  and  on  the 
terms  set  forth  in  article  X  hereof. 

The  Company  covenants  that  at  the  end  of  each  calendar 
year  the  sum  of 

(d)  the  actual  expenditures  of  the  Company  from 
March  1,  1920,  to  that  time  for  maintenance  and 
repairs,  including  the  amounts  representing  the  origi¬ 
nal  cost  of  property  renewed,  replaced,  permanently 
discontinued  or  abandoned  by  the  Company  and  to  be 
deducted  in  determining  the  amount  of  additional 
property  as  more  fully  provided  in  subdivision  (c) 
of  subsection  (3)  of  section  6  of  article  III  hereof,  and 
(5)  the  amount  of  additional  property  evidenced 
to  the  Trustee  for  the  purposes  of  this  section,  as  here¬ 
inafter  in  this  section  provided,  and 

( G )  the  money  which  the  Company  shall  then  have 
on  deposit  or  shall  then  deposit  with  the  Trustee 
under  sub-division  (4)  of  section  2  of  article  III 
hereof,  or  under  this  section, 

shall  not  be  less  than  the  percentages  fixed  under  section 
5  of  said  article  III  of  the  gross  operating  revenues  (not 
including  outside  earnings)  of  the  Company  up  to  that 
time. 

Xo  additional  property  shall  be  included  in  the  fore¬ 
going  calculation  unless  there  shall  be  delivered  to  the 


87 


Article  IX. 

Section  8. 


Trustee  in  respect  thereof  tlie  docuiiients  specified  in 
section  G  of  article  III  hereof,  except  the  documents 
specified  in  sub-section  (4)  of  said  section  G  and  in  section 
19  of  article  I  hereof.  If,  however,  any  amount  of  addi¬ 
tional  property  shall  have  been  evidenced  to  the  Trustee  in 
like  manner  and  shall  at  the  end  of  such  calendar  year 
be  excluded  from  the  determination  at  that  time  of  the 
amount  of  additional  i)roperty  under  the  provisions  of 
sub-section  (4)  of  section  2  of  article  III  hereof,  such  prop¬ 
erty  shall  be  deemed  to  have  been  evidenced  to  the  Trus¬ 
tee  for  the  juirposes  of  this  section,  and  no  further 
documents  need  be  filed  in  respect  thereof.  Any  additional 
property  evidenced  to  the  Trustee  under  the  provisions  of 
this  section  shall  be  excluded  from  the  determination  at 
any  time  of  the  amount  of  additional  property  for  any 
other  purpose  hereof,  other  than  the  purposes  of  said  sub¬ 
section  (4),  except  to  the  extent  that  at  such  time  the  sum 
of  the  items  referred  to  in  subdivisions  (u),  (6)  and  {c) 
of  this  section^shall  exceed  the  y)ercentages  aforesaid,  in 
which  case  to  the  extent  of  smdi  excess  such  additional 
property  shall  no  lonjj,er  be  so  excluded. 

In  no  case  shall  expenditures  by  the  Company  for  main¬ 
tenance,  repairs,  renewals  and  replacements  in  respect  of 
])roperties  leased  to  the  Company,  or  in  respect  of  any 

I 

])roy)erties  which  are  not  a  part  of  the  mortgaged  prop¬ 
erty,  be  included  as  expenditures  made  by  the  Company 
for  any  ])urpose  of  this  section. 

Moneys  deposited  with  the  Trustee  under  the  provisions 
of  this  section  may  be  withdrawn  for  the  purposes  speci¬ 
fied  in  said  subdivision  (4)  of  section  2  of  article  III  hereof. 

The  Company  covenants  that  it  will  file  with  the  Trustee 
within  the  first  three  months  of  each  calendar  year 
the  report  of  an  auditor  acceptable  to  the  Trustee 
and  believed  by  the  Trustee  to  be  competent — who  may  be 
in  the  regular  emydoy  of  the  Company  unless  the  Trustee 


To  file 
auditor’s 
report  with 
Trustee. 


Article  IX. 

Section  8. 


88 


To  comply 
with  leases 
etc. 


To  preserve 

franchises 

etc. 


To  pay 
certain  sums 
to  Trustee. 


To  insure. 


or  the  holders  of  fifteen  per  centum  (15%)  of  the  bonds 
outstanding  hereunder  request,  not  later  than  January  1 
of  any  such  year,  that  he  be  disinterested — upon  the  affairs 
of  the  Company  during  the  preceding  year  and  its  condition 
at  the  end.  thereof,  showing  in  reasonable  detail  its  earnings 
and  expenses  and  assets  and  liabilities  and  in  particular 
the  amounts  expended  for  maintenance  and  repairs  and 
the  amount  set  aside  for  renewals  and  replacements  and 
all  facts  necessary  to  show  whether  the  requirements  of 
this  section  have  been  complied  with. 

Section  9.  The  Company  punctually  will  perform  and 
comply  with  all  the  conditions,  covenants,  terms,  stipula¬ 
tions  and  provisions  of  any  and  all  leases  and  operating 
contracts  to  which  it  is  a  party  by  assignment  or  other¬ 
wise,  and  which  are  subject  to  the  lien  of  this  indenture  or 
to  the  Company’s  covenants  herein. 

The  Company  further  covenants  that  it  will  not  do  or 
omit  to  do  any  act  or  thing  whereby  its  locations,  fran¬ 
chises  or  rights  may  become  lost  or  impaired  or  subject 
to  forfeiture,  provided,  however,  that  it  may  surrender 
franchises,  assent  to  the  modification  thereof,  or  procure 
the  release  thereof,  all  under  the  conditions  and  on  the 
terms  set  forth  in  article  X  hereof. 

% 

The  Company  covenants  that  it  will  pay  to  the  Trustee 
any  sums  wliich  it  may  receive  upon  the  termination  of  any 
grant  referred  to  in  sub-section  (2)  of  section  2  of  article 
III  hereof. 

Section  10.  The  Company  covenants  to  insure  in  re¬ 
sponsible  companies  the  buildings,  machinery  and  per¬ 
sonal  property  covered  hereby  against  loss  or  damage  by 
fire  to  ,such  an  amount  sufficient  to  cover  their  value  as 
may  be  deemed  reasonable  by  the  Company,  and  against 
loss  or  damage  by  boiler  explosion  and  other  accidents 


89 


Article  IX. 
Section  10. 


against  which  insurance  is  usually  carried  by  companies 
operating  like  properties,  in  such  amounts  as  are  usually 
carried  by  such  companies,  and  all  such  insurance  shall 
be  made  payable  to  and  the  policies  therefor  shall  be 
delivered  to  the  Trustee;  provided,  however,  that  any 
insurance  carried  by  the  Company  the  policies  for  which 
are  held  by  the  trustee  or  mortgagee  under  any  divisional 
lien  shall  be  deemed  pro  tanto  a  compliance  with  the  fore¬ 
going  provisions  of  this  section ;  and  provided  further  that 
with  respect  to  any  part  of  the  mortgaged  property 
and  with  respect  to  any  of  such  classes  of  insur¬ 
ance,  the  Company,  with  the  approval  of  two-thirds 
of  the  Board  of  Directors,  evidenced  by  duly  attested 
resolution  filed  with  the  Trustee,  may  adopt  the  practice 
of  self-insurance,  so-called, — namely,  the  practice  of  set¬ 
ting  aside  such  insurance  reserves  and  in  such  amounts  as 
such  two-thirds  shall  determine  to  be  adequate.  Such  ap¬ 
proval  shall  specify  the  amount  and  interval  of  the  con¬ 
tributions  to  the  fund  which  shall  be  made  from  time  to 
time,  and  shall  be  filed  with  the  Trustee,  and  no  such  ap¬ 
proval  shall  be  effective  for  a  longer  period  than  two  years. 
Such  insurance  reserves  shall,  for  the  purposes  of  this  sec¬ 
tion,  be  deemed  the  equivalent  of  policies  of  insurance  to 
the  extent  to  which  they  shall  be  accepted  by  the  Trustee. 
The  Trustee  shall  accept  such  insurance  reserves  to  such 
extent  as  it  thinks  proper,  and  may  in  any  case  accept  them 
to  the  extent  fixed  in  any  such  approval. 

All  moneys  constituting  such  reserves  shall,  if  they  law¬ 
fully  may,  be  deposited  with  and  held  by  the  Trustee  un¬ 
less  they  are  required  to  be  deposited  with  and  in  fact 
are  deposited  with  the  trustee  or  mortgagee  under  any 
divisional  lien.  The  Trustee  shall  invest  and  reinvest  from 
time  to  time,  as  requested  by  the  Company,  any  of  the 
moneys  held  in  such  insurance  reserve  in  bonds  of  public 
or  private  corporations  which  are  legal  investments  for  sav- 


Insurance 

reserves. 


Article  IX. 
Section  10. 


90 


Disposition 
of  insurance 
moneys. 


ings  banks  in  one  or  more  of  the  states  of  New  York,  Penn¬ 
sylvania,  and.  Massachusetts.  All  interest  credited  on 
moneys  held  in  sncli  insurance  reserve  or  collected  on  the 
bonds  in  whicli  such  reserve  is  invested  shall  be  paid  over 
to  the  Company. 

In  the  event  of  any  loss  or  damage  against  which  said 
insurance  reserves  are  applicable,  the  same,  to  the  extent  of 
such  loss  or  damage,  shall  be  held,  applied  and  dis¬ 
posed  of  by  tlie  Trustee  in  the  same  manner  as  is  here¬ 
inafter  in  this  section  provided  with  respect  to  insur¬ 
ance  moneys.  The  amount  of  such  loss  or  damage  and  the 
extent  to  which  sucli  insurance  reserves  are  so  applicable 
shall  be  determined  by  the  Company,  subject  to  the  ap¬ 
proval  of  the  Trustee.  Such  approval  may  be  based  upon 
the  certificate  of  a  person  believed  by  the  Trustee  to  be 
competent,  who  may  be  an  executive  officer  of  the  Com¬ 
pany.  In  the  event  of  any  loss  or  damage  by  reason  of 
which  insurance  may  become  payable,  any  payment  or 
settlement  from  or  with  any  insurance  company  or  com¬ 
panies  with  respect  thereto,  which  shall  be  acceptable  to 
or  agreed  to  by  the  Company,  may  be  accepted  and  con¬ 
sented  to  by  the  Trustee,  and  the  Trustee  shall  be  in  no 
way  liable  or  responsible  for  the  adjustment  or  collection 
of  any  insurance. 

All  money  received  by  the  Trustee  from  any  insurance 
as  aforesaid  shall  be  held  by  it  as  security  for  the  pay¬ 
ment  of  the  bonds  and  coupons  secured  hereby,  provided, 
however,  that  in  case  the  Company  shall,  at  any  time,  re¬ 
place  or  repair  the  property  so  damaged  or  injured  on 
account  of  which  tlie  insurance  became  payable  or  acquire 
additional  property,  which  sliall  not  fall  in  any  category 
specified  in  sub-section  (5)  of  section  2  of  article  III  hereof 
unless  the  property  damaged  or  injured  fell  in  such  cate¬ 
gory,  which  shall  not  be  subject  to  any  divisional  lien  other 
than  a  refundable  divisional  lien  unless  the  property  dam- 


91 


Article  IX. 
Section  10. 


aged  or  injured  was  likewise  subject  to  such  divisional 
lien,  and  which  could,  under  the  provisions  hereof, 
liave  been  made  the  basis  of  the  certification  of  addi¬ 
tional  bonds  hereunder,  then  the  Trustee  shall  pay  over 
.  to  tlie  Company  in  instalments  from  time  to  time,  upon 
application  by  the  Treasurer  of  the  Company  accompanied 
by  a  certified  copy  of  a  resolution  or  vote  of  the  Board 
of  Directors  of  the  Company  requesting  sucli  payment, 
such  portions  of  insurance  money  as  sliall  equal  the 
cost  of  sucli  repairs,  replacements  or  reconstructions,  or 
the  cost  or  value  to  the  Company  (whichever  is  less)  of 
such  additional  property  (1)  in  the  case  of  any  such 

repairs,  replacements,  and  reconstructions,  as  evidenced 

« 

by  the  certificate  of  the  President  or  a  Vice-President 
and  the 'Treasurer  or  an  Assistant  Treasurer  of  the  Com- 
l)any,  stating  that  said  repairs,  replacements,  and  recon¬ 
structions  iiave  been  made  and  the  cost  thereof,  and  that 
tlie  same  have  not  been  used  as  the  basis  for  the  issue 
of  any  bonds  or  for  any  release  hereunder,  or  as  the  basis 
for  withdrawal  of  any  moneys  b}^  the  Company  from  the 
Trustee  under  any  provisions  of  this  indenture,  or  from  the 
trustee  or  mortgagee  under  any  divisional  lien  and,  (2)  in 
the  case  of  any  such  additional  property,  in  accordance  with 
the  requirements  of  sub-section  (2)  of  section  3  of  article 
VI  hereof  (except  that  the  certificate  required  by  sub¬ 
section  (4)  of  section  6  of  article  III  hereof  may  be 
omitted),  but  in  amounts  equal  to  the  full  amount  of  such , 
additional  property  instead  of  eighty  per  centum  (80%) 
or  seventy -five  per  centum  (75%)  thereof. 

In  case  the  Company  fails  at  any  time  to  keep  its  prop¬ 
erty  properly  insured,  as  provided  in  the  first  paragraph  of 
this  section,  to  an  amount  deemed  sufficient  by  the 
Trustee  (insurance  reserves  being  deemed  the  equivalent 
of  policies  of  insurance  to  the  amount  hereinbefore  in 
this  section  provided),  the  Trustee  may,  and  upon 


When  Trustee 
may  insure. 


Article  IX. 
Section  10. 


92 


To  record. 


To  keep 
books,  furnish 
statements, 
and  permit 
inspection. 


written  request  of  the  holders  of  ten  per  centum  (10%) 
of  the  bonds  then  outstanding  and  upon  being  in¬ 
demnified  against  loss  to  its  reasonable  satisfaction, 
the  Trustee  shall,  cause  insurance  to  be  placed  thereon, 
and  in  such  case  the  Company  shall  repay  to  the . 
Trustee  upon  demand  the  amount  of  the  premiums  ex¬ 
pended  by  it,  together  with  interest  thereon  at  the  rate  of 
six  per  centum  (6%)  per  annum  from  the  time  of  its  ex¬ 
penditure  by  the  Trustee,  and  the  amount  of  such  expendi¬ 
tures  with  interest  until  repaid  to  the  Tr]^stee  shall  consti¬ 
tute  a  prior  lien  on  the  property  covered  hereby,  and  in  case 
of  default  shall  be  repaid  to  the  Trustee  before  any  pay¬ 
ments  are  made  on  any  bonds  or  coupons  as  herein  pro¬ 
vided.  The  Trustee  shall  not  be  responsible  for  the  amount 
of  insurance  or  its  sufficiency  or  be  required  to  take  out 
insurance  except  upon  written  request  and  indemnification 
as  aforesaid. 

Section  11,  The  Company  covenants  and  agrees  to  cause 
this  mortgage  or  deed  of  trust,  and  every  indenture  sup¬ 
plemental  hereto  which  may  hereafter  be  executed,  pur¬ 
suant  to  section  3  of  this  article  or  otherwise,  to  be  re¬ 
corded  and  filed  as  a  mortgage  both  of  real  estate  and  of 
personal  property  in  such  manner  and  in  such  places  and 
at  such  times  as  may  be  required  to  preserve  and  protect 
the  security  of  the  bondholders’  lien  hereunder  on  the  mort¬ 
gaged  estate  and  the  rights  and  remedies  of  the  Trustee, 
and  the  Trustee  shall  in  no  wise  be  liable  for  any  failure 
or  omission  in  this  regard. 

Section  12.  The  Company  covenants  that  proper  books 
of  record  and  account  shall  be  kept  in  which  full,  true  and 
accurate  entries  shall  be -made  of  all  dealings  or  transac¬ 
tions  of  or  in  relation  to  the  plants,  property,  business  and 
affairs  of  the  Company,  and  that  as  often  as  the  Trustee 


93 


Article  IX. 

Section  12. 


may  reasonably  request  there  shall  be  furnished  to  the 
Trustee  for  information  of  the  Trustee  and  the  bondholders 
a  written  statement,  showing  accurately  and  in  reasonable 
detail  all  earnings  and  expenses  of,  from  or  in  connection 
with  the  mortgaged  property,  and  the  assets  and  liabili¬ 
ties  of  tlie  Company.  At  any  and  all  reasonable  times  the 
Trustee  and  its  duly  authorized  agents,  attorneys,  experts, 
engineers,  accountants  and  representatives  shall  have  the 
right  fully  to  inspect  any  and  all  the  mortgaged  property, 

including  all  sucli  books  and  records,  and  to  take  such 

* 

memoranda  therefrom  and  in  regard  thereto  as  they  may 
desire. 

Section  13,  The  Company  will,  while  any  of  the 
bonds  issued  hereunder  are  outstanding,  maintain  an 
'  office  or  agency  in  the  Borough  of  Manhattan,  City  of 
New  York,  and  at  such  other  place  or  places,  if  any,  as  shall 
have  been  designated  in  any  outstanding  bond  issued  here¬ 
under,  where  the  bonds  and  coupons  issued  hereunder  may 
be  presented  for  payment  and  where  notices  and  demands 
in  respect  to  such  bonds  and  coupons  may  be  'served  or 
made,  and  where  the  Company  will  keep  books  for  the 
transfer,  exchange  and  registration  of  bonds  as  herein¬ 
before  provided.  From  time  to  time,  the  Company  will 
give  written  notice  to  the  Trustee  of  the  location  of  such 
offices  and  agencies  and  of  any  change  in  such  locations. 
In  default  of  such  written  notice,  presentation  and  de¬ 
mand  may  be  made  and  notices  may  be  served  at  the 
office  of  the  Trustee  in  the  Boi*ough  of  Manhattan,  City 
of  New  York,  which  in  that  event  shall  be  deemed  and 
shall  be  the  representative  of  the  Company  for  such  pur¬ 
pose,  but  the  Trustee  shall  be  under  no  duty,  obligation 
or  liability,  either  to  the  Company  or  to  any  other  person 
or  corporation,  with  respect  to  any  such  presentation,  de¬ 
mand  or  notice. 


To  maintain 
agency  in 
New  York. 


I 


Not  to 
dispose  of 
bonds  except 
in  accordance 
herewith. 


Sale  of 

obsolete 

equipment. 


Sale  of 

materials  and 
supplies. 


Article  IX. — Article  X.  94 

Section  14.  Tlie  Company  will  not  issue,  negotiate, 
sell  or  (lisi)ose  of.  any  bonds  hereby  secured  in  any  manner 
otlier  than  in  accordance  with  the  provisions  of  this  in¬ 
denture  and  of  supplemental  indentures,  and  of  the  agree¬ 
ments  in  that  behalf  herein  or  therein  contained. 


ARTICLE  X. 

Sale  and  Release  op  Property  Before  Default. 

% 

Section  1.  Until  the  happening  of  some  one  or  more  of 
the  events  of  default  enumerated  in  section  1  of  article 
XI  hereof,  the  Company,  without  any  release  by  the  Trus¬ 
tee, 

(1)  May  sell  or  otherwise  dispose  of  free  from  the  lien 
of  this  indenture,  any  machinery,  equipment,  tools  or 
implements  which  may  have  become  obsolete  or  unfit  for 
use,  upon  replacing  the  same  with  or  substituting  for  the 
same  new  machinery,  equipment,  tools  or  implements,  of 
value  at  least  equal  to  that  of  those  disposed  of ;  provided 
that  the  •Company  shall  not  under  this  provision  sell  or 
dispose  of  in  any  period  of  six  successive  months  property 
exceeding  in  value  two  per  centum  (2%)  of  the  aggregate 
face  value  of  the  bonds  then  outstanding  hereunder,  or  the 
sum  of  two  hundred  fifty  thousand  dollars  (|250,000), 
whichever  is  less;  and  provided  further  that  the  substi¬ 
tuted  property  shall  not  fall  in  any  category  specified  in 
sub-section  (5)  of  section  2  of  article  III  hereof  unless  at 
least  an  equal  amount  of  the  property  disposed  of  fell  in 
such  category,  and  shall  not  be  subject  to  any  divisional 
lien  other  than  a  refundable  divisional  ‘lien  unless  the 
property  disposed  of  was  likewise  subject  to  such  divis¬ 
ional  lien; 

(2)  In  the  ordinary  course  of  business  may  deal  in,  sell 
and  dispose  of  materials  and  supplies ; 


95 


Article  X. 

Section  1. 


(3)  May  abandon,  terminate,  release,  or  make  changes 
or  alterations  in  or  substitutions  of  any  and  all  leases, 
agreements,  or  contracts  (including  leases  of  going  con¬ 
cerns)  now  subject  or  which  may  hereafter  become 
subject  to  this  indenture,  provided,  however,  that  noth¬ 
ing  in  this  section  contained  shall  give  the  Company 
power  to  make  any  leases  of  or  to  grant  rights  upon  or 
in  respect  to  the  trust  estate  or  to  enter  into  any  contract 
affecting  the  same  except  subject  to  the  prior  lien  of  this 
indenture,  and  that  the  Comi)any  shall  not  abandon,  termi¬ 
nate,  release  or  make  changes  or  alterations  in  or  substi- 

• 

tutious  of  any  leases,  agreements  or  contracts  which 
would  impair  the  substantial  integrity  or  efficiency  of  its 
plants  and  systems,  and  that  any  modified,  altered  or  sub¬ 
stituted  leases  or  contracts  shall  forthwith  become  bound 
by  and  be  subject  to  the  terms  of  this  indenture  to  the 
same  extent  and  in  the  same  manner  as  those  previously 
existing ;  provided  however  that  the  Company  may  so  aban¬ 
don,  terminate,  release,  or  make  changes  of  or  alterations 
in  or  substitutions  of  any  lease  of  a  going  concern  in  case 
no  additions  thereto  or  extensions  thereof  or  other  prop¬ 
erty  dependent  for  its  value  thereon,  shall  have  been  used 
as  the  basis  for  the  issue  of  bonds  or  the  release  of  property 
or  the  withdrawal  of  money  from  the  Trustee  under  any 
provisions  hereof  or  the  basis  for  withdrawal  of  money 
from  the  trustee  or  mortgage  under  any  divisional  ‘  lien. 
In  case  any  such  additions,  extensions,  or  other  property 
have  been  so  used,  the*  Company  may  so  abandon,  termi¬ 
nate,  release  or  make  changes  of  or  alterations  in  or  substi¬ 
tutions  of  any  such  lease  of  a  going  concern  only  with  the 
prior  written  approval  thereof  by  the  Trustee  as  not  sub¬ 
stantially  prejudicial  to  the  interests  of  the  bondholders 
hereunder. 

(4)  May,  at  any  time  and  from  time  to  time,  without 
any  release  by  the  Trustee,  surrender  or  assent  to  the 


Termination 
or  alteration 
of  leases  and 
agreements. 


Surrender  of 
franchises. 


Article  X. 

Section  1. 


96 


Substituted 
property  to 
be  subject 
hereto. 


modification  of  any  franchise  which  it  may  hold,  or  under 
which  it  may  be  operating,  provided,  that  (a)  in  the  event 
of  any  such  modification,  the  franchise,  as  modified,  shall, 
in  the  opinion  of  counsel  acceptable  to  the  Trustee  (who 
may  be  of  counsel  to  the  Company)  authorize  the  con¬ 
tinuance  of  the  same  or  an  extended  business  in  the  same 
or  an  extended  territory  during  the  same  or  an  extended 
or  unlimited  period  of  time  and  the  modification,  in  the 
opinion  of  the  said  counsel  and  of  the  Board  of  Directors 
of  the  Company,  expressed  by  resolution  duly  adopted, 
shall  not  be  prejudicial  to  the  interests  of  the  bondholders, 
or  (b)  in  the  event  of  any  such  surrender,  the  Com¬ 
pany  shall  receive  in  exchange  a  new  franchise,  license 
or  permit,  which,  in  the  opinion  of  counsel  acceptable  to 
the  Trustee  (who  may  be  of  counsel  to  the  Company)  shall 
authorize  it  to  do  the  same  or  an  extended  business  in  the 
same  or  an  extended  territory  during  the  same  or  an  ex¬ 
tended  or  unlimited  period  of  time,  or  after  the  sur¬ 
render  of  any  sucli  franchise,  the  Company  shall  still, 
under  some  other  franchise,  license  or  permit  (subject  to 
the  lien  of  this  indenture,  and  free  from  any  lien  prior 
thereto  except  any  lien  to  which  the  released  franchise  is 
also  subject  and  taxes  for  the  then  current  year)  have  the 
right,  in  the  opinion  of  counsel  acceptable  to  the  Trustee 
(wh'o  may  be  of  counsel  to  the  Company),  to  conduct  the 
same  or  an  extended  business  in  the  same  or  an  extended 
territory  during  the  same  or  an  extended  or  unlimited 
period  of  time,  and  the  surrender,  in  the  opinion  of  the 
said  counsel  and  of  the  Board  of  Directors  of  the  Company, 
expressed  by  resolution  duly  adopted,  shall  not  be  preju¬ 
dicial  to  the  interests  of  the  bondholders. 

Any  new  property  acquired  by  the  Company  by  exchange 
or  purchase,  to  take  the  place  of  any  property  in  any  way 
disposed  of  under  any  of  the  provisions  of  this  section, 
shall  forthwith  and  without  further  conveyance  become 


97 


Article  X. 
Section  1. 


subject  to  the  lien  of  and  be  covered  by  this  indenture;  but 
if  requested  by  the  Trustee  the  Company  shall  convey  the 
same  to  the  Trustee  by  proper  deeds  upon  the  trusts  and 
for  the  purposes  of  this  indenture. 

At  any  time  after  any  event  of  default  aforesaid,  the 
Company  may  do  any  of  the  things  enumerated  in  this  sec¬ 
tion  if  the  Trustee  in  its  uncontrolled  discretion  shall 
authorize  or  assent  to  such  action. 

No  provision  of  this  section  preventing  action  by  the 
Company  thereunder  shall  be  construed  to  prevent  action 
by  the  Company  under  any  other  section  of  this  article. 

'  Section  2,  Until  the  happening  of  some  one  or  more 
of  the  events  of  default  enumerated  in  section  1  of  article 
XI  hereof,  the  Company  may  sell,  exchange  or  other¬ 
wise  dispose  of  any  of  its  property  or  franchises  at 
any  time  covered  hereby,  and  the  Trustee  shall  release  the 
same  from  the  lien  hereof  upon  receipt  by  the  Trustee  of : 

(1)  A  copy  of  a  resolution  certified  to  have  been  adopted 
by  the  Board  of  Directors  of  the  Company,  requesting  such 
release ; 

(2)  A  certificate  signed  by  the  President  or  a  Vice-Presi¬ 
dent  of  the  Company  and  by  an  engineer  or  other  person 
believed  by  the  Trustee  to  be  competent,  (who  may  be  an 
employee  of  the  Company)  selected  by  the  Company  and 
acceptable  to  the  Trustee,  made  and  dated  not  more  than 
thirty  days  prior  to  the  date  of  the  application  for  such 
release,  stating  in  substance 

(a)  That  the  retention  of  such  property  or  fran¬ 
chise  is  no  longer  desirable  in  the  conduct  of  the 
business  of  the  Company,  and  that  the  security 
hereby  afforded  will  not  be  impaired  by  its  release ; 
and 

(b)  That  the  property  or  franchise  so  to  be  re¬ 


sales,  etc., 
when  Com¬ 
pany  in 
default. 


Trustee  to 
release 
property  on 
receipt  of 


Resolution  of 
Board  of 
Directors. 


Certificate 
of  President 
or  Vice- 
President  and 
engineer  or 
other  compe¬ 
tent  person. 


Article  X. 
Section  2. 


98 


Consideration. 


leased  has  or  has  not  in  the  opinion  of  the  signers 
any  value  to  the  Company,  and  if  it  has,  the  amount 
of  such  value;  and  the  consideration  for  which  the 
Company  has  sold  or  exchanged  or  contracted  to  sell 
or  exchange  such  property  or  franchise,  which  con¬ 
sideration  may  be  any  one  or  more  of  the  following, 
viz,,  (1)  cash, or  (2)  obligations  secured  by  purchase 
money  mortgage  uj)on  the  property  released,  or  (3) 
additional  property  wliich  is  in  none  of  the  cate¬ 
gories  mentioned  in  sub-section  (5)  of  section  2  of 
article  III  hereof  unless  the  property  to  be  released 
is  in  the  same  category  and  which  is  not  subject 
to  any  divisional  lien  other  than  a  refundable  divi¬ 
sional  lien  unless  the  property  to  be  released  is 
likewise  subject  to  such  divisional  lien;  and 
that  the  amount  of  such  consideration  as  deter¬ 
mined  by  the  signers  consistently  with  the  provisions 
hereof  is  at  least  equal  to  the  value  to  the  Company 
of  the  property  or  franchise  to  be  released,  or  if  not, 
the  amount  of  deficiency.  Such  consideration  shall 
be  set  out  in  reasonable  detail  in  such  certificate, 
and  if  it  comprises  any  such  property,  the  certificate 
shall  conform  in  all  respects,  including  the  quali¬ 
fications  of  the  persons  making  the  same,  to  the 
requirements  of  sub-section  (3)  of  section  6  of  said 
article  III, 

✓ 

(3)  Any  money  or  obligation  stated  in  said  certificate 
as  the  consideration  received  or  to  be  received  for  such 
property  or  francliise  to  be  released,  plus  a  sum  equal  to 
the  excess,  if  any,  of  the  value  to  the  Company  of  such 
property  or  franchise  to  be  released  over  such  considera¬ 
tion  ;  and  if  real  estate  or  other  property  is  included  in  such 
consideration,  deeds  or  other  instruments  of  conveyance, 
assignment  or  transfer  sufficient,  in  the  opinion  of  counsel 


99 


Article  X. 

Section  2. 


hereinafter  referred  to,  to  subject  tlie  same  to  the  lien  of 
this  indenture ; 

(4)  An  opinion  of  counsel  (who  may  be  of  counsel  to  the 
Company)  acceptable  to  the  Trustee,  to  the  effect  that  any 
obligations  included  in  the  consideration  for  such  release 
are,  in  his  opinion,  valid  obligations,  and  that  any  purchase 
money  mortgage  securing  the  same  is  sufficient  to  afford  a 
lien  upon  the  property  or  franchise  to  be  released,  and  if 
any  property  is  included  in  the  consideration  for  such  re¬ 
lease,  setting  forth  the  matters  called  for  by  sub-section  (5) 
of  section  6  of  article  III  hereof. 

(5)  In  case  the  Trustee  shall  be  requested  to  release 
any  franchise  from  the  lien  of  this  indenture,  pursuant  to 
the  provisions  of  this  section,  it  shall  also  be  furnished  with 
the  opinion  of  counsel  (who  may  be  of  counsel  to  the  Com¬ 
pany),  acceptable  to  the  Trustee,  to  the  effect  that  such 
release  will  not  impair  the  right  or  ability  of  the  Company 
to  operate  any  of  its  remaining  properties  during  a  term 
extending  to  a  date  five  years  later  than  the  latest  due 
date  of  any  bonds  then  outstanding  hereunder. 

Notwithstanding  any  provisions  of  this  section,  the 
Company  may  sell,  exchange  or  otherwise  dispose  of,  and 
the  Trustee  shall  release  from  the  lien  hereof,  any  prop¬ 
erty  or  franchises  at  any  time  covered  hereby  which  may 
be  subject  to  any  divisional  lien,  whether  or  not  the  Trus¬ 
tee  shall  receive  the  whole  or  any  part  of  the  consideration 
therefor ;  provided  that  the  other  requirements  of  this  sec¬ 
tion  are  complied  with,  and  that  any  of  such  consideration 
not  received  by  the  Trustee  be  deposited  with  the  trustee 
or  mortgagee  under  such  divisional  lien.  The  Company 
covenants  to  deposit  with  the  Trustee  such  consideration 
or  the  proceeds  thereof  whenever  the  same  shall  be  released 
from  such  divisional  lien. 

At  any  time  after  any  event  of  default  aforesaid,  the 
Company  may  do  any  of  the  things  enumerated  in  this 


Opinion  of 
counsei. 


Opinion 

regarding 

franchises. 


Reiease  of 
divisional 
iien  property. 


Reieases,  etc., 
when  Com¬ 
pany  in 
defauit. 


Article  X. 

Section  2. 


100 


Protection  of 
Trustee. 


Receiver,  or 
Trustee  in 
possession, 
may  act  for 
Company. 


section  if  the  Trustee  in  its  uncontrolled  discretion  shall 
authorize  or  assent  to  such  action. 

Section  3.  The  Trustee  before  executing  any  such  re¬ 
lease  or  conveyance  shall  not  be  bound  to  make  any  further 
inquiry  as  to  the  correctness  of  the  matters  set  forth  in  any 
such  resolution,  certificate  or  opinion,  unless  requested  in 
writing  so  to  do  by  the  holders  of  not  less  than  ten 
per  centum  (10%)  of  the  outstanding  bonds,  and  furnished 
with  adequate  security  and  indemnity  against  the  costs 
and  expenses  of  hny  such  examination ;  but  may  do  so.  If 
the  Trustee  shall  determine  or  shall  be  requested,  as  afore¬ 
said,  to  make  such  further  inquiry,  it  shall  be  entitled  to 
examine  the  books,  records  and  premises  of  the  Company 
either  personally  or  by  agent  or  attorney ;  and  unless  satis¬ 
fied  with  or  without  such  examination  of  the  truth  and  ac¬ 
curacy  of  the  matters  stated  in  any  such  resolution,  cer¬ 
tificate  or  opinion  and  willing  to  accept  the  conclusions 
stated  therein,  the  Trustee  shall  be  under  no  obligation  , 
to  execute  the  release  asked  for.  The  reasonable  expenses 
of  every  such  examination  shall  be  paid  by  the  Company, 
or  if  paid  by, the  Trustee,  shall  be  repaid  by  the  Company 
upon  demand,  with  interest  at  the  rate  of  six  per  cent  per 
annum,  and  such  payment  shall  be  secured  by  the  lien  of 
this  indenture  in  priority  to  the  lien  of  the  bonds  and 
coupons  issued  hereunder. 

Section  4.  In  case  the  mortgaged  property  shall  be  in 
the  possession  of  a  receiver,  lawfully  appointed,  the  powers 
hereinbefore  conferred  upon  the  Company  with  respect  to 
the  sale  or  other  disposition  of  property  covered  hereby 
may  be  exercised  by  such  receiver ;  and  if  the  Trustee  shall 
be  in  possession  of  the  mortgaged  property  under  any  pro¬ 
vision  of  this  indenture,  then  such  powers  may  be  exer¬ 
cised  by  the  Trustee  in  its  discretion. 


101 


Article  X. 

Section  5. 


Section  5.  All  mone^^s  received  by  the  Trustee  under 
the  provisions  of  this  article  or  of  section  10  of  article  IX 
hereof  shall  be  held  by  it  as  security  for  the  payment  of 
the  principal  and  interest  of  the  bonds  and  coupons  secured 
hereby,  and  shall  at  the  option  of  the  Company  be  paid  over 
to  the  Company  as  a  whole  or  in  instalments  from  time  to 
time,  upon  application  by  the  Treasurer  of  the  Com¬ 
pany  accompanied  by  a  certified  copy  of  a  resolution 
or  vote  of  the  Board  of  Directors  of  the  Company 
requesting  such  payment,  to  the  extent  of  the  value 
or  the  cost  to  the  Company  (whichever  is  less)  of 
additional  property,  which  shall  not  fall  in  any  cate¬ 
gory  specified  in  sub-section  (5)  of  section  2  of  ar¬ 
ticle  III  hereof  unless  the  property  from  the  release  of 
which  such  moneys  arose  also  fell  in  such  category,  which 
shall  not  be  subject  to  any  divisional  lien  other  than  a 
refundable  divisional  lien  unless  the  property  in  respect 
of  which  such  moneys  were  received  was  likewise  subject 
to  such  divisional  lien,  and  which  shall  be  acquired  by  the 
Company,  in  accordance  with  the  requirements  of  sub¬ 
section  (2)  of  section  3  of  article  VI  hereof  (except 
that,  if  the  moneys  referred  to  in  -this  section  on 
deposit  with  the  Trustee  do  not  exceed  two  hundred  fifty 
thousand  dollars  (|250,000),  the  certificate  required  by 
sub-section  (4)  of  section  6  of  article  III  hereof  may  be 
omitted),  but  in  amounts  equal  to  the  full  amount  of  such 
additional  property  instead  of  eighty  per  centum  (80%) 
or  seventy-five  per  centum  (75%)  thereof. 

Section  6.  Moneys  received  by  the  Trustee  in  con- 

» 

nection  with  the  release  of  any  of  the  mortgaged  property, 
if  they  remain  in  the  hands  of  the  Trustee  for  five  years 
after  the  receipt  thereof,  and  if  there  are  then  outstanding 
any  bonds  secured  hereby  which  are  subject  to  call  and  re¬ 
demption,  shall  be  devoted  without  unreasonable  delay  to 


Disposition 
of  money 
received  by 
Trustee. 


Ketirement 
of  bonds. 


Article  X. 

Section  6, 


102 


Protection  of 
purchaser. 


Release  in 
case  of 
condemna¬ 
tion,  etc. 


the  retirement  of  bonds  secured  hereby,  and  in  any  event  . 
in  tlie  discretion  of  the  Company  may  be  devoted  to  such 
retirement. 

Section  7.  In  no  event  shall  any  purchaser  or  pur¬ 
chasers  of  any  property  released  by  the  Trustee,  or  sold  or 
disposed  of  by  the  Company,  under  any  provision  of  this 
article,  be  required  to  see  to  the  application  of  the 
purchase  price  or  to  inquire  into  the  occurrence  of  the 
events  on  which  the  authorization  of  such  sale  or  release 
depends. 

Section  8.  In  the  event  of  the  taking  or  condemnation 
of  property  of  the  Company  by  public  authority,  or  of  any 
sale  or  conveyance  by  the  Company  in  lieu  of  such  taking 
or  condemnation  and  in  reasonable  anticipation  thereof 
and  in  case  such  taking  or  condemnation  proceedings  might 
lawfully  be  exercised  to  vest  such  property  in  such  grantee 
for  the  same  purposes,  or  if  the  state  or  any  municipality 
or  other  public  authority  shall  at  any  time  exercise  any 
right  which  it  may  have  to  purchase  any  part  of  the  mort¬ 
gaged  property,  the  Trustee  may  release  the  property  so 
taken  or  sold  and  shall  be  fully  protected  upon  being  fur¬ 
nished  with  an  opinion  of  counsel  selected  by  the  Com¬ 
pany  and  acceptable  to  the  Trustee  (who  may  be  of 
counsel  to  the  Company)  to  the  effect  that  such  prop¬ 
erty  has  been  lawfully  taken  or  condemned  or  sold  to 
a  municipality  as  aforesaid,  or  in  the  case  of  any  such 
sale  other  than  to  the  state  or  to  a  municipality  or  other 
public  authority  pursuant  to.  any  such  right  upon  being 
furnished  with  a  resolution  of  the  Board  of  Directors 
of  the  Company  certifying  that  in  the  opinion  of  such 
Board  of  Directors  such  sale  was  in  lieu  of  and  in  rea¬ 
sonable  anticipation  of  such  taking  or  condemnation  and 
was  for  the  interests  of  the  Company,  and  upon  the 


103 


Article  X. — Article  XI. 


deposit  with  the  Trustee,  in  any  case,  of  the  net  proceeds 
of  any  such  sale,  taking  or  condemnation. 

Such  net  proceeds  shall  be  held  by  the  Trustee  and  may 
be  repaid  by  it  to  the  Company  under  the  same  conditions 
as  prescribed  in  section  5  of  this  article  for  the  repayment 
of  moneys  received  by  the  Trustee  as  the  proceeds  of  any 
release,  except  that  if  the  proceeds  of  any  single  sale,  tak¬ 
ing  or  condemnation  exceed  twenty-five  per  centum  (25%) 
of  the  aggregate  principal  amount  of  bonds  then  outstand¬ 
ing  hereunder,  or  exceed  ten  million  dollars  (|10,000,000), 
whichever  is  the  lesser  amount,  and  any  such  bonds  are 
subject  to  call  and  redemption,  the  excess  over  such  lesser 
amount  shall  without  unreasonable  delay  be  devoted  to  the 
retirement  of  such  bonds. 

Section  9.  In  any  case  in  which  by  any  provision  hereof 
moneys  are  required  to  be  devoted  to  the  retirement  of 
bonds,  the  Company  shall  call  bonds  and  the  Trustee  will 
apply  the  moneys  to  the  payment  thereof  pursuant  to  the 
provisions  hereof. 

« 

ARTICLE  XI. 

Default  and  Foreclosure. 

Section  1.  In  case 

(1)  a  receiver  shall  be  appointed  for  the  Company  or  of 
its  property  or  any  part  thereof  and  such  receivership 
shall  have  continued  for  ninety  (90)  days,  or  withour  such 
ninety  (90)  days’  delay  in  case  the  Company  shall  waive 
the  same,  or 

(2J  the  Company  shall  make  a  geheral  assignment  for 
the  benefit  of  its  creditors  or  be  adjudged  insolvent  or 
bankrupt,  or 

(3)  default  shall  be  made  by  the  Company  in  the  pay¬ 
ment  of  any  bond  or  coupon  or  of  interest  upon  any  bond. 


Disposition 
of  proceeds. 


Retirement 
of  bonds. 


Events  of 
default : 
Receivership. 


General 

assignment, 

insolvency, 

bankruptcy. 

Default  in 
bonds  or 
Interest. 


Article  XI. 

Section  1. 


104 


Default  in 
divisional 
lien  interest. 


Default  in 
divisional  lien 
principal. 


Default  in 
divisional  lien 
covenants. 


Other 

defaults. 


and  such  default  in  the  payment  of  coupons  or  interest 
shall  continue  for  a  period  of  ninety  (90)  days,  or  with¬ 
out  such  ninety  (90)  days’  delay  in  case  the  Company  shall 
waive  the  same,  or 

(4)  default  shall  be  made  in  the  due  and  punctual  pay¬ 
ment  of  any  instalment  of  interest  on  any  divisional  lien 
bond  which  the  Company  in  section  1  of  article  IX  hereof 
covenants  to  pay,  and  such  default  shall  have  continued  for 
a  period  of  six  months,  or 

(5)  default  shall  be  made  in  the  due  and  punctual  pay¬ 
ment  of  the  principal  of  any  divisional  lien  bond  which 
the  Company  in  section  1  of  article  IX  hereof  covenants 
to  pay,  or 

(6)  any  other  default  shall  be  made  in  the  observance 
or  performance  of  any  condition  or  covenant  contained 
in  any  divisional  lien  or  in  any  divisional  lien  bond  which 
the  Company  in  section  1  of  article  IX  hereof  covenants 
to  pay,  and  by  reason  of  such  default  any  right  of  entry  or 
other  right  for  the  enforcement  of  such  divisional  lien  shall 
have  .accrued,  or 

(7)  default  shall  be  made  by  the  Company  in  the  'due 
observance  or  performance  of  any  other  covenant,  agree¬ 
ment  or  provision  herein  required  to  be  observed  or  per¬ 
formed  by  the  Company,  and  any  such  default  shall  con¬ 
tinue  for  a  period  of  ninety  (90)  days  after  written  notice 
thereof  shall  have  been  given  to  the  Company  by  the  Trus¬ 
tee  or  by  the  holders  of  ten  per  centum  (10%)  of  all  then 
outstanding  bonds  secured  hereby,  or  without  such  ninety 
( 90 )  days’  delay  in  case  the  Company  shall  waive  the  same 
or  in  case  such  default  if  continued  will  cause  the  loss  by 
the  Company  of  any  of  its  rights  or  franchises  which  are 
necessary  to  enable  the  Company  to  operate  and  maintain 
as  constructed  any  substantial  portion  of  its  system, 

(which  events  numbered  (1)  to  (7)  inclusive  are  herein 
referred  to  as  events  of  default)  ; 


105 


Article  XI. 

Section  1. 


Then  and  in  any  such  case  the  Trustee  may  do  any 
and  all  of  the  following  things,  and  if  specifically  so 
requested  in  writing  by  the  holders  of  one-fourth  (^) 
in  iDrincipal  amount  of  the  bonds  secured  hereby  then 
outstanding — or,  in  lieu  of  such  request,  if  so  re¬ 
quested  in  writing  by  the  holders  of  one-half  (^)  in 
principal  amount  tlien  outstanding  of  any  particular 
series  of  bonds  secured  hereby,  in  respect  of  the  payment 
of  principal  or  interest  of  which  series  the  then  existing 
event  of  default  shall  have  occurred — and  reasonably  in¬ 
demnified,  the  Trustee  shall  proceed  to  the  foreclosure  of 
this  indenture  or  the  enforcement  of  the  lien  hereof,  but 
in  so  doing  shall  have  the  right,  except  as  hereinafter  pro¬ 
vided,  to  determine  which  of  the  methods  of  foreclosure 
or  enforcement  hereinafter  set  forth,  and  which  are  lawful, 
it  shall  adopt,  and  its  decision  upon  this  subject  shall  be 
conclusive : 

{a)  The  Trustee  may  and  upon  the  written  request 
of  the  holders  of  one-fourth  in  principal  amount  of  the 
bonds  secured  hereby  then  outstanding — or,  in  lieu 
thereof,  upon  such  request  of  the  holders  of  one-half 
(^)  in  principal  amount  tlien  outstanding  of  any 
particular  series  of  bonds  secured  hereby,  in  respect 
of  the  payment  of  principal  or  interest  of  which  series 
the  then  existing  event  of  default  shall  have  occurred 
— the  Trustee  shall,  by  notice  in  writing  to  the  Com¬ 
pany,  declare  the  principal  of  all  of  the  bonds  to  be 
immediately  due  and  payable,  and  upon  any  such  dec¬ 
laration  the  same  shall  become  and  be  immediately 
due  and  payable,  anything  in  this  indenture  or  in  said 
bonds  to  the  contrary  notwithstanding. 

(6)  The  Trustee  may  enter  upon  the  mortgaged 
estate  or  any  part  thereof  and  exclude  the  Company 
therefrom  and  may,  by  its  agents,  servants  or  attor¬ 
neys,  have,  hold,  use  and  operate  *the  same,  and  all 
rights  and  franchises  appertaining  thereto;  may  do 
all  things  necessary  for  the  proper  management  and 
maintenance  of  the  mortgaged  estate  including  any 
and  all  such  repairs,  renewals,  replacements,  altera- 


Requests  on 
which  Trustee 
is  to  act. 


Trustee  may 
declare  all 
bonds  due. 


Trustee  may 
enter  and 
operate 
property. 


Trustee  may 
sell  property. 


Article  XI. 
Section  1. 


106 


tions  and  additions  as  may  seem  to  the  Trustee  judi¬ 
cious;  may  purchase  or  otherwise  secure  the  use  of  sup¬ 
plies  and  equipment;  may  enter  into  agreements  or 
arrangements  regarding  the  mortgaged  estate  or  the 
working  and  maintenance  thereof ;  and  generally  may 
operate,  manage  and  control  the  mortgaged  estate  and 
the  business  in  which  the  same  is  employed  in  all  re¬ 
spects  in  like  manner  and  as  fully  as  the  Company 
could  do,  if  this  mortgage  had  not  been  made;  and 
after  deducting  the  operating  and  all  other  expenses 
and  liabilities  incurred  hereunder  or  reasonably  inci¬ 
dent  to  the  conduct  of  the  business  and  management 
of  the  mortgaged  estate,  and  special  compensation  to 
the  Trustee,  shall  apply  the  balance  of  income  remain¬ 
ing  so  far  as  necessary  ( 1 )  to  the  payment  of  accrued 
interest  in  default  in  the  order  of  the  maturity  of  the 
instalments  of  such  interest  (with  interest  thereon  at 
the  respective  rates  borne  by  the  bonds  on  which  the 
interest  is  in  default),  payments  to  be  made  ratably 
to  the  persons  entitled  thereto  without  other  discrim¬ 
ination  or  preference,  except  as  provided  in  section  1 
of  article  IX  hereof  in  respect  to  coupons  and  claims 
for  interest  funded  or  extended  and  to  coupons  not 
accompanied  by  their  bonds,  and  (2)  to  such  other 
payments  as  may  then  be  due ;  and  shall  hold  the  sur¬ 
plus,  if  any,  as  part  of  the  principal  of  the  mortgaged 
estate. 

(c)  The  Trustee  may,  after  entry  as  aforesaid,  or 
without  entry,  sell  or  cause  to  be  sold  all  the  mort¬ 
gaged  property  (including  any  divisional  lien  bonds 
deposited  under  the  provisions  of  article  IX  hereof, 
and  all  stocks,  bonds,  indebtedness,  franchises,  rights, 
appurtenances  and  real  and  personal  property  of  every 
kind)  as  an  entirety,  unless  otherwise  provided  by  law, 
or  unless  the  holders  of  a  majority  in  principal 
amount  of  all  bonds  secured  hereby  then  outstanding 
shall  in  writing  request  a  sale  in  parcels,  in  which  case 
the  sale  shall  be  made  in  such  parcels  as  shall  be  speci¬ 
fied  in  such  request.  The  Trustee  shall  make  the  sale 
on  such  terms  «is  it  may  deem  advisable,  to  the  highest 
bidder  or  bidders  at  public  auction  at  such  time  as  it 
shall  appoint  and  at  some  designated  place  in  the  City 
of  Xew  York,  or  at  the  principal  place  of  business  of 
the  Company  (or  at  such  other  time  or  place,  if  any. 


107 


Article  XI. 

Section  1. 


as  may  be  required  by  law)  having  first  given  notice 
of  such  sale  as  required  by  law  and  also  notice  of  the 
time  and  the  place  of  such  sale,  with  a  brief  general 
description  of  the  property  to  be  sold,  by  advertisement 
publislied  not  less  than  twice  in  each  week  for  four  suc¬ 
cessive  weeks  in  one  or  more  newspapers  of  general 
circulation  published  in  Boston,  Massachusetts,  and  in 
one  or  more  newspapers  of  general  circulation  pub¬ 
lished  in  the  Borough  of  Manhattan,  City  of  New 
Y ork,  and  in  one  or  more  newspapers  of  general  circu¬ 
lation  published  in  the  county  where  tlie  principal 
place  of  business  of  the  Company  is  located;  and, 
in  case  any  bonds  then  outstanding  hereunder 
are  made  payable  also  or  only  in  any  place  or 
places  outside  the  United  States  of  America,  in  a 
newspaper  or  newspapers  of  general  circulation  pub¬ 
lished  in  such  place  or  places  outside  the  United 
States  of  America,  where  such  bonds  are  made 
payable;  and  the  Trustee  (so  far  as  permitted 
by  law)  may  adjourn  any  such  sale  from  time  to 
time  in  its  discretion,  and,  so  adjourning,  make  such 
sale  at  the  time  and  place  to  which  the  same  shall  be 
adjourned  without  further  notice  or  publication. 

Upon  the  completion  of  any  such  sale  hereunder  the  Conveyances.  * 
Trustee  is  hereby  further  empowered  and  authorized, 
either  in  its  own  name  or  in  the  name  of  the  Company, 
to  make,  execute,  acknowledge  and  deliver  to  the  ac¬ 
cepted  purchaser  or  purchasers  all  necessary  convey¬ 
ances,  assignments,  and  transfers  of  the  property 
rights  and  franchises  so  sold,  and  assignments  of  poli¬ 
cies  of  insurance  thereof,  and  the.  Trustee  and  its  suc¬ 
cessors  in  trust  are  hereby  appointed  irrevocably  the 
true  and  lawful  attorney  or  attorneys  of  the  Company 
in  its  name  and  stead  to  make  all  such  necessary  con¬ 
veyances,  assignments  and  transfers,  the  Company 
hereby  ratifying  and  confirming  all  that  its  said  attor¬ 
ney  or  attorneys  may  lawfully  do  by  virtue  hereof ;  but 
the  Company  covenants  that  if  so  requested  by  the 
Trustee  or  by  the  purchaser  or  purchasers  it  will  join 
in  the  execution  and  delivery  of  such  conveyances,  as¬ 
signments  and  transfers,  or  will  execute,  acknowledge 
and  deliver  confirmations  thereof.  As  affecting  the 
title  to  any  prpperty  purchased  at  any  sale  of  the  mort¬ 
gaged  estate,  the  statements  set  forth  in  any  affidavit 


Article  XI. 

Section  1, 


108 


Disposition 
of  proceeds 
of  foreclosure 
sale. 


Payment  of 
principal  and 
interest. 


of  the  President  or  a  Vice-President,  or  the  Treasurer 
or  an  Assistant  Treasurer  of  the  Trustee  and  appended 
to  the  deed  of  conveyance,  shall  not  be  open  to  contra¬ 
diction  or  dispute  by  any  party  or  parties,  but  shall 
conclusively  be  deemed  to  be  true.  Any  such  sale  made 
in  accordance  with  the  provisions  hereof  shall  be  a  per¬ 
petual  bar  both  in  law  and  in  equity  against  the  Com¬ 
pany  and  all  persons  claiming  the  mortgaged  estate, 
or  any  interest  therein,  by,  through  or  under  the  Com¬ 
pany. 

The  purchase  money  or  proceeds  of  any  foreclosure 
sale  of  the  mortgaged  property,  whether  under  the 
power  of  sale  hereby  granted  or  pursuant  to  judicial 
proceedings,  shall  be  paid  to  and  received  by  the  Trus¬ 
tee,  and,  together  with  any  sums  which  then  may  be 
held  by  the  Trustee  under  the  provisions  of  this  inden¬ 
ture  as  part  of  the  trust  estate  or  the  proceeds  thereof, 
shall  be  applied  by  the  Trustee,  after  deducting  and 
retaining  therefrom  a  sum  sufficient  to  cover  all  the 
expenses  of  such  sale,  and  all  expenses  or  liabilities 
which  may  have  been  incurred  by  it  in  operating  or 
maintaining  the  property  of  the  Company,  or  in  man¬ 
aging  the  business  thereof  while  in  possession,  or  other 
proper  outlays  incurred  by  it  in  or  about  this  trust, 
and  all  taxes,  assessments,  charges  or  liens  prior  to  the 
lien  of  this  indenture  as  well  as  compensation  for  its 
own  services,  as  follows: 

(i)  To  the  payment  of  the  unpaid  interest  on 
said  bonds  and  to  the  payment  of  the  principal 
of  said  bonds  (with  interest  on  the  principal  and 
on  the  overdone  instalments  of  interest  at  the  same 
rates  respectively  as  were  borne  by  the  bonds 
whereof  the  principal  or  instalments  of  interest  may 
be  overdue)  ratably  to  the  aggregate  of  such  prin¬ 
cipal  and  unpaid  interest,  without  discrimination 
'  or  preference  of  principal  over  interest,  or  interest 
over  principal,  or  earlier  issues  or  maturities  over 
later  issues  or  maturities;  subject  however  to 
the  provisions  of  subdivision  (b)  of  this  section 
relating  to  the  application  of  current  earnings  re¬ 
ceived  by  the  Trustee  after  entry,  and  subject  to 
the  provisions  of  section  1  of  article  IX  relating 
to  coupons  and  claims  for  interest  funded  or  ex¬ 
tended  and  to  coupons  not  accompanied  by  their 


109 


Article  XI. 

Section  1. 


bonds.  Said  interest  shall  be  computed  to,  and 
said  payments  shall  be  made  on  or  after,  the 
date  fixed  therefor  by  the  Trustee,  upon  presenta¬ 
tion  of  the  several  bonds  and  coupons  and  stamping 
thereon  the  amount  paid,  if  such  bonds  and  coupons 
be  only  partly  paid,  and  upon  surrender  of  such 
bonds  and  coupons  if  fully  paid. 

{ii)  To  the  payment  of  the  surplus,  if  any,  to  the 
Company  or  to  such  other  person  or  persons  as  may 
be  legally  entitled  thereto. 

(d)  The  Trustee  may  proceed  to  protect  and  to 
enforce  its  rights  and  the  rights  of  the  bondholders 
hereunder  by  a  suit  or  suits  in  equity  or  at  law, 
whether  for  the  specific  performance  of  any  covenant 
or  agreement  contained  herein,  or  in  aid  of  the  execu¬ 
tion  of  any  power,  or '  for  the  foreclosure  of  this 
indenture  for  default  in  payment  of  interest  or  prin¬ 
cipal  or  both  or  for  any  other  default,  or  for  the  en¬ 
forcement  of  such  other  appropriate  legal  or  equitable 
remedy  as  the  Trustee,  being  advised  by  counsel,  shall 
deem  most  effectual  to  protect  and  enforce  its  rights 
and  those  of  the  bondholders  hereunder  and  to  dis¬ 
charge  its  duties  hereunder. 

(e)  The  Trustee,  as  an  incident  to  any  of  the  fore¬ 
going,  or  independently,  may  have  a  receiver  of  the 
mortgaged  property  and  of  the  earnings,  income,  rev¬ 
enue,  rents,  issues  and  profits  thereof,  appointed  ex 
parte  and  without  notice,  the  Company  hereby  waiv¬ 
ing  notice  and  agreeing  that  a  receiver  may  be  ap¬ 
pointed  in  any  event  of  default,  not  as  a  matter  of 
penalty  but  as  a  matter  of  contract  and  as  part  of  the 
consideration  for  and  the  security  of  this  indenture. 

(/)  The  Trustee  may  take  any  other  action  in  law 
or  in  equity  which  it  deems  desirable  to  foreclose  or 
enforce  the  lien  hereof. 

The  remedies  herein  conferred  upon  the  Trustee  and 
the  bondholders  are  cumulative.  The  exercise  of  any  rem¬ 
edy  shall  not  in  any  manner  deprive  the  Trustee  or  any 
holder  or  holders  of  bonds  of  any  other  remedies  in  law  or 
in  equity  consistent  with  the  provisions  hereof. 


Payment  of 
surplus  to 
Company. 


Trustee  may 
sue  at  law 
or  in  equity. 


Trustee  may 
have  receiver 
appointed. 


Remedies 

cumulative. 


Article  XI. 

Section  1. 


110 


Majority  of 
bonds  may 
control  Trus¬ 
tee’s  action. 


Anything  in  this  indenture  to  the  contrary  notwith¬ 
standing,  the  holders  of  a  majority  in  principal  amount 
of  all  bonds  secured  hereby  then  outstanding  shall  have 
the  right  from  time  to  time  to  determine  which  one  or  more 
of  the  remedies  or  methods  of  procedure  above  mentioned 
or  hereinafter  set  forth  shall  be  taken,  and  to  direct  and 
control  the  action  of  the  Trustee  in  any  proceedings  under 
this  article. 


Waiver  of 
default. 


Parties 
restored  to 
former 
positions. 


Section  2.  The  foregoing  provisions  for  default,  how¬ 
ever,  are  subject  to  the  condition  that  if  at  any  time  after 
an  event  of  default,  all  arrears  of  principal  and  interest 
shall  either  be  paid  by  the  Company  or  be  collected  out  of 
its  property  before  any  sale  of  the  property  shall  have  been 
made,  or  if  any  default  in  the  observance  or  performance 
of  any  covenant,  condition  or  agreement  herein  not  relat¬ 
ing  to  payment  of  principal  or  interest  shall  be  cured  or 
adequate  satisfaction  in  the  opinion  of  the  Trustee  made 
therefor,  then  the  Trustee  may,  and  upon  the  written 
request  of  the  holders  of  a  majority  in  principal  amount 
of  the  bonds  hereby  secured  then  outstanding  shall,  waive 
such  default  and  its  consequences,  except  a  default  in  the 
payment  of  principal  at  maturity,  and  annul  the  effect  of 
any  declaration  that  the  principal  of  the  bonds  secured 
hereby  be  due  and  payable  before  maturity;  but  no  such 
waiver  shall  extend  to  or  affect  any  subsequent  default  or 
impair  any  right  consequent  thereon. 

In  case  the  Trustee  shall  have  proceeded  to  enforce  any 
right  under  this  indenture  by  foreclosure  or  otherwise, 
and  such  proceeding  shall  have  .been  discontinued  or  aban¬ 
doned  because  of  such  waiver,  or  for  any  other  reason,  or 
shall  have  been  determined  adversely  to  the  Trustee,  then 
and  in  every  such  case  the  Company  and  the  Trustee  shall 
be  restored  to  their  former  positions  and  rights  hereunder 
in  respect  of  the  mortgaged  estate  and  all  rights  and  powers 


Ill 


Article  XI. 

Section  2. 


of  the  Trustee  and  of  the  Company  shall  continue  as  though 
no  such  proceedings  had  been  taken. 

No  delay  or  omission  of  the  Trustee  or  of  any  holder  of 
bonds  hereby  secured  to  exercise  any  right  or  power  ac¬ 
cruing  upon  or  after  any  default,  continuing  as  aforesaid, 
shall  impair  any  such  right  or  power  or  be  construed  to  be 
a  waiver  of  any  such  default  or  of  any  subsequent  default 
or  acquiescence  therein,  and  every  power  and  remedy  given 
hereunder  to  the  Trustee  or  to  the  bondholders  may  be  ex¬ 
ercised  from  time  to  time  and  as  often  as  may  be  deemed 
expedient  by  the  Trustee  or  by  the  bondholders. 

Section  3.  No  holder  of  bonds  secured  hereby  or  of  any 
claim  for  interest  secured  hereby  shall  have  the  right  to 
institute  any  proceeding  for  the  foreclosure  of  this  in¬ 
denture  or  other  proceeding  to  enforce  the  lien  ^lereof  or 
for  any  other  remedy  hereunder  unless  the  holders  of 
twenty-five  per  centum  (25%)  in  principal  amount  of 
the  bonds  secured  hereby  then  outstanding — or,  in  lieu 
thereof,  the  holders'of  fifty  per  centum  (50%) -in  principal 
amount  then  outstanding  of  any  particular  series  of  bonds 
secured  hereby,  in  respect  of  the  payment  of  principal  or 
interest  of  which  series  a  then  existing  default  shall  have 
occurred — by  written  notice,  filed  with  the  Trustee,  shall 
have  requested  the  Trustee  to  take  action  in  respect  of 
the  matter  complained  of,  and  shall  have  afforded  to  the 
Trustee  a  reasonable  opportunity  to  proceed;  nor  unless 
also  such  holder  or  holders  shall  have  offered  to  the  Trus¬ 
tee  satisfactory  security  and  indemnity  against  the  costs, 
expenses  and  liabilities  which  might  be  incurred  by  the 
Trustee  in  the  exercise  of  any  of  the  remedies  herein  pro¬ 
vided;  nor  unless  the  Trustee  shall  have  refused  or  ne¬ 
glected  to  act  upon  such  request  and  indemnity ;  and  such 
request  and  offer  of  indemnity  are  hereby  declared  in  every 
such  case,  at  the  option  of  the  Trustee,  to  be  conditions 


No  right 
impaired  by 
non-exercise. 


When  bond- 
hoiders  may 
sue  hereunder. 


Article  XI. 

Section  3. 


112 


precedent  to  the  execution  of  the  powers  and  trusts  of  this 
indenture,  and  to  any  action  or  cause  of  action  for  fore¬ 
closure  or  for  the  appointment  of  a  receiver  or  for  any 
other  remedy  hereunder ;  it  being  understood  and  intended 
that  no  one  or  more  holders  of  bonds,  coupons  or  claims 
for  interest  secured  hereby  shall  have  any  right  in  any 
manner  whatsoever  to  affect,  disturb  or  prejudice  the  lien 
of  this  indenture  by  his  or  their  action  or  to  enforce  any 
right  hereunder  except  in  the  manner  herein  provided, 
and  that  all  proceedings  at  law  or  in  equity  shall  be  in¬ 
stituted  and  maintained  in  the  manner  herein  provided. 


All  bonds  to 
become  due 
in  case  of 
sale  of 
mortgaged 
property. 


Waiver  of 
stay  and 
redemption 
laws,  etc. 


Section  4.  In  case  of  any  sale  of  the  mortgaged  prop¬ 
erty,  the  principal  of  the  bonds  secured  hereby,  if  not 
previously  due,  shall  at  once  become  due  and  payable,  any¬ 
thing  in  said  bonds  or  herein  contained  to  the  contrary 
notwithstanding. 

In  case  of  any  sale  of  the  mortgaged  property,  the  Com¬ 
pany  waives  the  benefit  of  any  and  all  stay,  valuation,  ap¬ 
praisement  and  exemption  larws,  and  all  right  of  redemp¬ 
tion,  notsr  or  hereafter  in  force,  and  it  covenants  that  it  will 
not  invoke  or  utilize  any  such  law  or  laws  in  order  to  hinder, 
delay  or  impede  the  execution  of  any  power  herein  granted 
and  delegated  to  the  Trustee,  but  that  the  Company  will 
suffer  and  permit  the  execution  of  such  power  as  though 
no  such  law  or  laws  had  been  made  or  enacted. 


Purchaser 
may  use 
bonds  in 
payment. 


Trustee,  or 
bondholders, 
may  purchase. 


In  case  of  any  sale  of  the  mortgaged  property,  the  pur¬ 
chaser  may  make  payment  of  the  purchase  money  in  bonds 
and  matured  and  unpaid  interest  obligations  secured  hereby, 
in  a  sum  equal  to  that  which  would  be  payable  on  such 
bonds  and  interest  obligations  out  of  the  net  proceeds  of 
sqch  sale,  if  made  for  money,  by  presenting  the  same  so  that 
there  may  be  credited  as  paid  thereon  the  sums  so  payable. 

In  case  of  any  sale  of  the  mortgaged  property,  the  Trus¬ 
tee  or  any  bondholder  or  bondholders  may  bid  for  and  pur- 


113 


Article  XI. 

Section  4. 


chase  said  property,  or  cause  the  same  to  be  purchased,  and 
may  make  payment  therefor,  as  aforesaid,  and  upon  com¬ 
pliance  with  the  terms  of  sale  may  hold,  retain  and  dispose 
of  such  property  without  further  accountability. 

In  case  of  any  sale  of  the  mortgaged  property,  the  receipt 
of  the  Trustee  or  of  the  court  officer  conducting  the  sale 
for  the  purchase  money  shall  be  a  sufficient  discharge 
to  the  purchaser,  and  no  such  purchaser,  after  paying 
such  purchase  money  and  receiving  such  receipt,  shall 
be  bound  to  see  to  the  application  of  the  purchase  money, 
nor  be  answerable  in  any  manner  for  any  loss,  mis¬ 
application  or  non-application  thereof,  or  be  bound  to  in¬ 
quire  as  to  the  authorization,  necessity,  expediency  or  reg¬ 
ularity  of  any  such  sale. 

The  provisions  of  this  section  regarding  sale  of  the 
mortgaged  property  shall  be  deemed  to  refer  to  any  sale, 
to  enforce  the  lien  hereof,  whether  made  under  the  power 
of  sale  herein  granted  or  under  some  judgment  or  decree 
of  foreclosure  and  sale  or  pursuant  to  any  other  judicial 
proceeding  or  otherwise. 

Section  5.  The  Company  covenants  that 

(1)  in  case  default  shall  be  made  in  the  payment  of  the 
principal  of  any  of  the  bonds  secured  hereby  when  the  same 
shall  become  payable,  whether  upon  maturity  thereof  or 
upon  a  declaration  as  authorized  by  this  indenture,  or 

(2)  upon  any  sale  of  the  mortgaged  property  or  any  part 
thereof  by  way  of  foreclosure  of  this  indenture,  whether 
made  under  the  power  of  sale  herein  granted,  or  pursuant 
to  judicial  proceedings,  or  under  some  judgment  or  decree 
of  foreclosure  and  sale,  or  otherwise. 

Then  in  either  such  case,  on  demand  by  the  Trustee, 
the  Company  will  pay  to  the  Trustee  for  the  benefit  of 
the  holders  of  the  bonds  secured  hereby  then  outstand¬ 
ing,  and  of  the  trust  estate  hereunder,  the  principal 


Protection  of 
purchaser. 


On  certain 
defaults 
Company  to 
pay  entire 
principal  and 
interest. 


Article  XI. 
Section  5. 


114 


Action  by 
Trustee. 


J  uclgment  not 
to  affect 
lien  hereof. 


amount  of  all  such  bonds  and  all  amounts  of  interest 
then  due  or  accrued  thereon  (with  interest  upon  the 
overdue  principal  and  instalments  of  interest  at  the 
same  rates  respectively  as  were  borne, by  the  respective 
bonds  whereof  the  principal  or  instalments  of  interest  shall 
be  overdue)  and  in  addition  all  other  amounts  which  may 
be  due  the  Trustee  under  any  provisions  of  this  indenture ; 
and  in  case  the  Company  shall  fail  to  pay  the  same  forth¬ 
with  upon  such  demand,  the  Trustee  in  its  own  name  and 
as  trustee  of  an  express  trust  shall  be  entitled  to  recover 
judgment  against  the  Company  for  the  whole  amount 
thereof.  Such  action  may  be  maintained  ahd  such  judg¬ 
ment  recovered  either  before  or  after  or  during  pendency 
of  any  proceedings  for  foreclosure  hereunder  or  for  the  en¬ 
forcement  of  the  lien  hereof  or  any  other  remedy  here¬ 
under;  and  in  case  of  any  sale  of  the  mortgaged  property 
and  the  application  of  the  net  proceeds  thereof  to  the  pay¬ 
ment  of  the  debt  secured  by  this  indenture  the  Trustee  in 
its  own  name  and  as  trustee  of  an  express  trust  shall 
be  entitled  to  recover  judgment  against  the  Company 
for  any  balance  which  may  remain  unpaid  in  respect  of  all 
bonds  secured  hereby  then  outstanding  and  all  amounts 
of  interest  then  due  or  accrued  thereon,  with  interest  upon 
overdue  principal  and  instalments  of  interest  as  aforesaid, 
plus  all  other  amounts  which  may  be  due  the  Trustee  under 
the  provisions  of  this  indenture.  No  recovery  of  any  such 
judgment  by  the  Trustee,  and  no  levy  of  any  execution 
upon  such  judgment  upon  any  of  the  mortgaged  property 
or  upon  any  other  property,  shall  in  any  manner  or  to 
any  extent  affect  the  lien  of  this  indenture  upon  the  mort¬ 
gaged  property  or  any  of  it,  nor  shall  such  recovery  or 
levy  in  any  manner  or  to  any  extent  affect  tlie  lien,  rights, 
powers  and  remedies  of  the  Trustee  or  of  the  holders  of 
the  bonds  secured  hereby,  but  such  lien,  rights,  powers  and 
remedies  of  the  Trustee  and  of  such  holders  shall  continue 


115 


Article  XI. 

Section  5, 


unimpaired  as  before.  All  moneys  thus,  collected  by  the 
Trustee  shall  be  applied  in  like  manner  as  is  hereinbefore 
provided  in  this  article  with  respect  to  the  proceeds  of  any 
foreclosure  sale. 

Section  6.  No  Trustee  or  bondholder  shall,  under  any 
circumstances,  have  recourse  to  any  personal,  statutory  or 

other  liability  of  any  promoter,  stockholder,  director  or 

{ ■ 

officer,  past,  present  or  future,  of  the  Company  or  of  any 
corporation  with  which  this  Company  may  be  consoli¬ 
dated,  or  of  any  other  successor  corporation  as  herein 
defined,  whether  such  liability  now  exists  or  is  here¬ 
after  incurred  or  created ;  but  it  is  expressly  agreed 
that  this  indenture,  and  the  bonds,  coupons,  and  inter¬ 
est  and  other  obligations  hereunder  are  solely  corporate 
obligations,  and  each  such  Trustee  and  bondholder  shall 
look  for  the  payment  of  the  bonds,  coupons  and  interest 
secured  hereby  and  for  the  performance  of  all  other  obli¬ 
gations  hereunder,  and  for  satisfaction  and  indemnity, 
solely  to  the  corporate  assets  and  franchises  of  the  Com¬ 
pany,  and  such  assets  shall  not  embrace  any  claim  which 
might  under  other  circumstances  be  enforceable  either  by 
creditors  of  the  Company,  by  a  receiver,  by  the  corporation 
itself,  or  in  any  way  whatsoever  against  any  person  by  rea¬ 
son  of  his  being  a  promoter,  stockholder,  director,  or  officer 
under  anv  statute  or  other  law  now  or  hereafter  in  force 
or  against  a  stockholder  by  reason  of  any  insufficiency  or 
insufficiencies  in  the  payment  of  the  capital  stock ;  any  and 
all  personal  liability  of  every  name  and  nature,  present  or 
future,  at  common  law  or  in  equity  or  otherwise,  being 
hereby  expressly  released  and  waived  as  a  condition  of, 
and  as  part  of  the  consideration  for,  the  execution  of  this 
indenture  and  the  issue  of  the  bonds  and  interest  obliga¬ 
tions  secured  -hereby. 


Waiver  of 
personal 
liability  of 
stockholders, 
etc. 


Article  XII. 


116 


Proof  of 
action  by 
bondholders. 


Execution  of 
instruments. 


Ownership  of 
bearer  bonds. 


ARTICLE  XII. 

Proof  of  Action  by  Bondholders. 

Section  1,  Any  request  or  other  instrument  required 
by  this  indenture  to  be  signed  or  executed  by  bondholders 
may  be  in  any  number  of  concurrent  instruments  of  sim¬ 
ilar  tenor,  and  may  be  signed  or  executed  by  the  bondhold¬ 
ers  in  person  or  by  agent  or  attorney  appointed  in  writing. 
Proof  of  the  execution  of  any  such  request  or  other  in¬ 
strument,  or  of  a  writing  appointing  any  such  agent  or 
any  attorney,  or  of  the  holding  by  any  person  of  bonds 
issued  hereunder,  shall  be  sufficient  for  any  purpose  of 
this  indenture,  and  shall  be  conclusive  in  favor  of  the  Trus¬ 
tee  with  regard  to  any  action  taken  by  it  under  such  request 
or  other  instrument,  if  made  in  the  following  manner, 
namely : 

(1.)  The  fact  and  date  of  the  execution  by  any  person 
of  any  such  request,  or  other  instrument  or  writing,  may 
be  proved  by  the  certificate  of  any  notary  public  or  other 
officer  authorized  to  take  acknowledgments  of  deeds  to  be 
recorded  in  any  State  within  the  United  States,  certifying 
that  the  person  signing  such  request  or  other  instrument 
acknowledged  to  him  the  execution  thereof,  or  by  the  af¬ 
fidavit  of  a  witness  to  such  execution  duly  sworn  to  before 
any  such  notary  public  or  other  officer. 

(2.)  The  amount  of  bonds  transferable  by  delivery  held 
by  any  person  executing  any  such  request  or  other  instru¬ 
ment  as  a  bondholder,  and  the  amounts,  series,  and  num¬ 
bers  of  the  bonds  held  by  such  person  and  the  date  of  his 
holding  the  same  (which  holding  the  Trustee  may  deem  to 
continue  until  the  Trustee  receives  notice  in  writing  to  the 
contrary),  may  be  proved  by  a  sworn  certificate  executed 


117  Article  XII. — Article  XIII. 


by  the  duly  authorized  officer  or  representative  of  any  trust 
company,  bank,  or  other  depositary  (wherever  situated) 
which  certificate  may  be  deemed  by  the  Trustee  to  be  sat¬ 
isfactory,  showing  that  such  person  had  on  deposit  with 
such  depositary  or  exhibited  to  it  bonds  described  in  such 
certificate  at  the  date  therein  mentioned. 

(3.)  The  ownership  of  coupon  bonds  registered  as  to 
principal  and  of  registered  bonds  without  coupons  may  be 
proved  by  the  books  for  the  registration  of  such  bonds  kept 
at  the  office  or  offices  of  the  Company  or  of  its  agent  or 
agents. 

Provided,  however,  that  the  Trustee  shall  not  be  bound 
to  recognize  any  person  as  a  holder  of  any  bond  or  coupon 
or  to  take  any  action* at  his  request  unless  such  bond  or 
coupon  shall  be  deposited  with  the  Trustee  and  his  title, 
if  disputed,  is  established  satisfactorily  to  the  Trustee. 

Section  2.  Any  request,  pursuant  to  any  provisions 
hereof,  made  by  any  person,  natural  or  corporate,  who 
by  the  provisions  of  this  article  or  of  section  22  of  article 
I  hereof  is  treated  as  the  owner  of  any  bond,  shall  bind 
all  future  holders  or  owners  of  the  same  bond,  and  of 
all  bonds  issued  in  exchange  therefor  or  in  lieu  thereof, 
in  respect  of  the  matters  to  which  such  request  relates. 


ARTICLE  XIII. 

The  Trustee. 

Section  1.  The  Trustee  accepts  the  trusts  imposed  by 
this  indenture,  but  only  upon  and  subject  to  the  terms  and 
conditions  herein  set  forth. 

The  Trustee  shall  have  a  first  lien  hereunder  prior  to 
the  bonds  upon  all  property  mortgaged  or  pledged  and 


Ownership  of 

registered 

bonds. 


Requests  bind 

subseqtient 

bondholders. 


Acceptance 
of  trusts. 


Trustee’s  lien. 


Article  XIII. 

Section  1. 


118 


Trustee  need 
not  act  unless 
notified. 


Trustee  need 
not  defend 
suits  unless 
requested  and 
indemnified. 


upon  all  cash  held  by  it  under  any  provision  of  this  in¬ 
denture  for  its  reasonable  compensation,  expenses,  ad¬ 
vances  and  counsel  fees  incurred  in  and  about  the  execu¬ 
tion  of  the  trusts  hereby  created  and  in  the  exercise  and 
performance  of  its  powers  and  duties  hereunder  and  for  the 
cost  and  expense  of  defending  against  any  liability  in  the 
premises  of  any  character  whatsoever,  and  the  Company 
hereby  covenants  and  agrees  to  pay  the  Trustee  reasonable 
compensation  for  its  services  in  the  premises  as  well  as  all 
advances,  counsel  fees  and  other  expenses  made  or  incurred 
in  and  about  the  execution  of  the  trusts  hereby  created. 
The  compensation  of  the  Trustee  shall  not  be  limited  to  or 
by  any  provision  of  law  in  regard  to  the  compensation  of 
a  trustee  of  an  express  trust. 

The  Trustee  shall  not  be  required  to  take  notice  or  be 
deemed  to  have  notice  of  any  default  hereunder  unless 
specifically  notified  in  writing  of  such  default.  The  Trus¬ 
tee,  prior  to  notice  of  default,  shall  be  under  no  obli¬ 
gation  to  keep  itself  informed  or  advised  as  to  the  per¬ 
formance  of  any  of  the  Company’s  covenants,  conditions 
and  agreements  herein  contained,  but  the  Trustee  may  re¬ 
quire  of  the  Company  full  information  and  advice  as  to  the 
performance  of  the  covenants,  conditions  and  agreements 
aforesaid  and  as  to  the  condition  of  the  mortgaged  prop¬ 
erty,  and  shall  have  the  right  in  case  of  neglect  by  the  Com¬ 
pany  of  any  of  its  obligations  hereunder  to  attend  to  any 
matters  neglected. 

The  Trustee  shall  not  be  under  any  obligation  to  enter 
any  appearance  by  counsel  or  in  any  way  appear  in  or 
defend  any  suit  or  proceeding  brought  against  the  Trus¬ 
tee  by  reason  of  any  matter  or  thing  connected  with  the 
trusts  hereby  created  unless  requested  so  to  do,  nor  until 
indemnified  to  its  full  satisfaction  and  provided  with 
funds  for  so  doing,  but  may  in  its  discretion  appear  and 
defend  such  suit  or  proceeding  without  indemnity  if  it 


119 


Article  XIII. 

Section  1, 


elects  so  to  do,  and  in  such  case  it  sliall  he  compensated 
therefor  from  the  trust  fund,  and  the  Company  covenants 
and  agrees  to  pay  on  demand  any  expenditures  or  liabili¬ 
ties  so  incurred  by  the  Trustee. 

The  Trustee  may  execute  any  of  the  trusts  or  powers 
imposed  or  conferred  on  it  by  these  presents,  and  perform 
any  duties  required  of  it,  by  or  through  its  attorneys, 
agents  or  employees,  and  shall  be  entitled  to  take,  and  act 
upon,  the  advice  of  counsel  concerning  all  matters  of  the 
trust  hereof,  the  construction  hereof,  and  its  duties  here¬ 
under,  and  may  in  all  cases  pay  such  reasonable  compen¬ 
sation  as  it  shall  deem  proper  to  all  such  attorneys,  agents 
and  employees  as  may  reasonably  be  employed  in  connec¬ 
tion  with  the  trusts  hereof,  and  the  Company  covenants 
and  agrees  to  pay  upon  demand  all  such  expenditures  and 
liabilities  so  incurred. 

The  Trustee  shall  not  be  liable  for  any  action  taken  in 
good  faith  or  believed  by  it  to  be  within  the  discretion  or 
power  conferred  by  these  presents ;  and  it  shall  not  be  re¬ 
sponsible  for  the  consequences  of  any  oversight  or  error 
of  judgment  or  mistake  of  fact  or  of  law,  nor  for  any  acts 
or  neglects  of  any  person,  natural  or  corporate,  employed 
and  selected  with  reasonable  care ;  but  the  Trustee  shall  be 
answerable  only  for  its  own  individual  bad  faith. 

In  accepting  the  conveyance  and  assignment  to  it  of 
the  mortgaged  property,  whether  property,  franchises, 
rights,  securities,  leases,  contracts,  agreements,  licenses, 
permits,  or  whatever  it  may  be,  and  whether  under  this  in¬ 
denture  or  some  indenture  supplemental  hereto,  the  Trus¬ 
tee  acts  solely  as  trustee  hereunder  and  not  in  its  indi¬ 
vidual  capacity ;  and  any  lessor  or  other  party  to  any  lease, 
contract,  agreement,  license  or  permit  so  conveyed  or 
assigned  to  the  Trustee,  and  all  persons,  other  than  the 
Company  and  the  holders  of  bonds  secured  hereby,  having 
any  claim  against  the  Trustee  arising  by  reason  of  such 


Trustee  may 
act  by  agents. 


Not  liable 
for  action 
in  good  faith, 
or  for  acts 
of  agents. 


Not  per¬ 
sonally  liable. 


Article  XIII. 
Section  1. 


120 


Trustee  not 
responsible 
for  sundry 
matters. 


Trustee  pro¬ 
tected  in  act¬ 
ing  on  reso¬ 
lutions,  certi¬ 
ficates,  etc. ; 


but  may 
secure  further 
evidence. 


conveyance  or  transfer,  shall  look  only  to  the  trust  fund 
for  payment  or  satisfaction  thereof.  The  Trustee  shall 
not  be  personally  liable  for  any  debts  contracted  or  for 
damages  to  persons  or  to  property  or  for  salaries  or  for 
non-fulfilment  of  contracts  during  any  period  in  which  it 
may  be  in  the  possession  of  or  manage  the  property  as  in 
these  presents  provided. 

The  Trustee  shall  have  no  responsibility  as  to  the  validity 
of  this  indenture  nor  as  to  the  lien  created  hereby,  nor  as  to 
the  making,  executing,  acknowledging,  recording,  re-record¬ 
ing,  filing  or  renewal  hereof,  nor  as  to  the  amount  or  ade¬ 
quacy  as  security  of  the  property  mortgaged,  nor  as  to  the 
title  thereto,  nor  as  to  the  transfer  to  it  of  property  ac¬ 
quired  by  the  Company  subsequently  to  the  date  hereof. 
And  the  recitals  herein  contained  are  those  of  the  Com¬ 
pany,  and  not  of  the  Trustee. 

The  Trustee  shall  be  entitled  to  receive  the  resolutions, 
certificates,  opinions  of  counsel,  and  other  writings  herein 
provided  for,  as  conclusive  evidence  of  the  truth  of  tfiie 
statements  therein  contained  respectively  and  as  full  au¬ 
thority  for  the  taking  of  any  action  in  accordance  there¬ 
with  under  this  indenture,  and  they  shall  constitute  full 
authority  and  protection  to  the  Trustee;  and  in  acting 
pursuant  thereto,  the  Trustee  shall  be  free  from  liability. 
The  Trustee  may  accept  as  proof  of  facts  for  the  proof  of 
which  no  specific  provisions  are  herein  contained,  or  as  to 
which  it  believes  that  under  the  circumstances  the  proof 
herein  prescribed  is  impracticable  or  expensive  dispropor¬ 
tionately  to  the  amounts  involved,  a  certificate  of  the  Pres¬ 
ident  and  the  Treasurer  of  the  Company,  and  shall 
also  be  at  liberty  to  accept  a  similar  certificate  to  the  effect 
that  any  particular  dealing,  transaction  or  action  is  neces¬ 
sary  or  expedient.  The  Trustee  may  in  its  discretion,  at 
the  expense  of  the  Company,  in  every  case  secure  such  fur¬ 
ther  evidence  as  it  may  think  necessary  or  advisable,  but 


121 


Article  XIII. 

Section  1. 


shall  iu  no  case  be  bound  to  secure  or  act  upon  the  same; 
provided,  however,  that  if  requested  in  writing  in  any  par¬ 
ticular  case  by  the  holders  of  fifteen  per  centum  (15%)  of 
all  bonds  outstanding  hereunder,  and  furnished  with  ade¬ 
quate  security  and  indemnity  against  costs  and  expenses, 
the  Trustee  sliall  make  such  investigation  as  may  be  proper 

I 

under  the  circumstances.  The  Trustee  may  in  relation  to 
these  presents  act  upon  the  opinion  or  advice  of  any  at¬ 
torney,  counsel,  valuer,  surveyor,  engineer,  accountant  or 
other  expert  or  competent  person,  whether  or  not  disinter¬ 
ested,  and  whether  retained  by  the  Trustee,  the  Company, 
or  otherwise,  and  shall  not  be  responsible  for  any  loss  re¬ 
sulting  from  any  action  or  non-action  in  accordance  with 
any  such  opinion  or  adtice. 

The  Trustee  sliall  be  protected  in  acting  upon  any  notice, 
request,  consent,  certificate,  bond,  order,  affidavit,  opinion, 
letter,  telegram  or  other  paper  or  document  believed  to  be 
genuine  and  correct  and  to  have  been  signed  or  sent  by  the 
proper  person  or  persons,  but  the  Trustee  may,  at  its  own 
uncontrolled  discretion,  require  further  or  other  evidence 
as  a  condition  of  its  taking  any  action  thereon. 

No  bond  shall  be  required  of  the  Trustee  unless  ordered 
by  a  Court  having  jurisdiction  and  for  cause  shown. 

The  Trustee  shall  not  be  compelled  to  do  any  act  here¬ 
under  or  in  respect  hereof  unless  put  in  funds  for  the  pur¬ 
pose,  and  indemnified  to  its  reasonable  satisfaction  against 
loss,  cost,  liability  and  expense. 

The  Trustee  shall  not,  nor  shall  its  agents  or  attorneys, 
be  liable  by  reason  of  any  entry  into  possession  of  the 
mortgaged  property,  or  any  part  thereof,  to  account  as 
mortgagee  in  possession  or  for  anything  except  actual  re¬ 
ceipts,  or  be  liable  for  any  loss  on  realization  or  for  any 
default  or  omission  for  wliich  a  mortgagee  in  possession 
might  be  liable. 

The  Trustee  may  become  the  owner  of  bonds  secured 


and  shall  do 
so  if  re¬ 
quested  and 
indemnified. 


Bond  not 
required  of 
Trustee. 

Trustee  need 
not  act  unless 
indemnified. 


Trustee  not 
liable  as 
mortgagee  in 
possession. 


Trustee  may 
own  bonds. 


Article  XIII . 

Section  1. 


Trustee’s 
powers  not 
restricted. 


Resignation 
of  Trustee. 


Appointment 
of  successor. 


122 

hereby,  either  individually  or  in  any  fiduciary  or  repre¬ 
sentative  capacity,  and  may  act  as  depositary  or  trustee 
for  any  committee  or  body  of  holders  of  bonds  secured 
hereby,  all  with  the  same  rights  as  though  not  acting  as 
such  trustee  hereunder. 

The  foregoing  provisions  in  this  section  contained  are 
intended  only  for  the  protection  of  the  Trustee,  and  shall 
not  be  taken  to  limit  or  affect  any  discretion  or  power 
given  to  the  Trustee  hereunder. 

Section  2.  The  Trustee  may  at  any  time  resign  this 
trust  by  written  notice  specifying  the  date  when  such  res¬ 
ignation  shall  take  effect,  which  notice  shall  be  delivered  to 
the  Company ’at  least  thirty  (30)  days  before  the  date  so 
specified,  or  the  Trustee  may  at  any  time  be  removed  from 
office  by  the  holders  of  a  majority  in  interest  of  the  bonds 
secured  hereby  and  then  outstanding  by  an  instrument  or 
concurrent  instruments  in  writing,  signed  by  such  holders 
or  by  their  attorneys  in  fact,  duly  authorized,  and  delivered 
to  the  Trustee,  a  copy  or  copies  thereof  being  delivered  to 
the  Company,  In  ca^e  of  such  resignation  or  removal 
or  the  incapacity  of  the  Trustee  for  any  reason,  a  successor 
may  be  appointed  by  the  holders  of  a  majority  in  principal 
amount  of  the  bonds  secured  hereby  and  then  outstanding, 
by  an  instrument  or  concurrent  instruments  in  writing 
signed  by  such  holders  or  by  their  attorneys  in  fact  duly 
authorized;  provided,  nevertheless,  that  in  case  of  such 
vacancy  the  Company,  by  an  instrument  executed  by  order 
of  its  Board  of  Directors  under  its  corporate  seal,  may  ap¬ 
point  a  temporary  Trustee  to  fill  such  vacancy  until  a 
successor  Trustee  shall  be  appointed  by  the  bondholders 
in  the  manner  above  provided,  and  any  such  temporary 
Trustee  so  appointed  by  the  Company  shall  immediately, 
and  without  further  act,  be  superseded  by  the  Trustee  so 
appointed  by  such  bondholders.  Every  such  temporary  or 


123 


Article  XIII. 

Section  2. 


successor  Trustee  shall  be  an  incorporated  trust  company 
of  recognized  standing,  in  the  Borough  of  Manhattan,  City 
of  New  York,  having  a  combined  capital  and  surplus  of 
not  less  than  one  million  five  hundred  thousand  dollars 
(11,500,000),  if  there  be  such  a  corporation  willing  and 
able  to  accept  the  trust  upon  reasonable  or  customary 
terms. 

The  Company  shall  publish  a  notice  of  any  such  appoint¬ 
ment  of  a  Trustee  once  in  each  week  for  two  successive 
weeks  in  one  newspaper  of  general  circulation  published 
in  Boston,  Massachusetts,  and  in  one  newspaper  of  general 
circulation  published  in  the  Borough  of  Manhattan  in  the 
City  of  New  York. 

The  Company  shall  cause  to  be  duly  recorded  an  in¬ 
strument  evidencing  the  removal,  resignation,  incapacity 
or  appointment  of  a  Trustee.  A  certificate  executed  in 
the  name  of  the  Company  by  its  President  and  Treasurer 
reciting  the  facts  of  any  such  vacancy  or  appointment  and 
duly  recorded  shall  be  conclusive  as  to  all  pertinent  state¬ 
ments  therein  contained. 

Any  corporation  into  which  the  Trustee  may  be  merged 
or  with  which  it  may  be  consolidated,  or  any  corporation 
resulting  from  any  merger  or  consolidation  to  which  the 
Trustee  shall  be  a  party,  shall  be  the  successor  Trustee 
under  this  indenture. 

Upon  the  appointment  of  any  successor  to  the  trust,  or 
upon  a  successor  to  the  Trustee  resulting  from  consolida¬ 
tion  or  merger  of  the  Trustee,  all  the  mortgaged  property 
shall  immediately  and  without  conveyance  or  further  evi¬ 
dence  of  transfer  vest  in  such  successor,  but  the  outgoing 
^Trustee  shall,  nevertheless,  at  the  expense  of  the  Company, 
execute,  acknowledge  and  deliver  to  its  successor  such  con¬ 
veyances  and  transfers,  and  make  such  deliveries,  as  may 
in  the  opinion  of  counsel  of  the  Company  be  proper  to  vest 
or  confirm  in  the  new  Trustee  the  mortgaged  property. 


Mortgaged 
property  to 
vest  in 
successor. 


Article  XIII. 

Section  3. 


124 


Trustee 
appointed 
agent  of 
bondholders. 


How  Trustee 
may  serve 
notice. 


Funds  in 
hands  of 
Trustee. 


Trustee  may 
sue  without 
possession 
of  bonds. 


Section  3.  The  T  riistee  is  hereby  constituted  and  ap¬ 
pointed  the  agent  and  attorney  of  the  holders  of  bonds  se¬ 
cured  hereby  for  the  purpose  of  making  any  affidavits  or 
declarations  or  taking  any  other  steps  necessary  or  proper 
under  any  present  or  future  law  to  preserve  the  full  lien 
and  priority  of  these  presents. 

Section  4.  Wlienever  under  these  presents  the  Trustee 
is  called  upon  to  give  or  serve  any  notice  upon  the  Com¬ 
pany,  such  notice  may  be  given  by  the  Trustee  by  deposit¬ 
ing  in  any  post-office  of  the  United  States  of  America  a 
copy  of  such  notice,  postage  prepaid,  by  registered  post, 
addressed  to  the  Adirondack  Power  and  Light  Corpo¬ 
ration  at  the  principal  place  of  business  of  the  Company 
or  at  its  last  address  known  to  the  Trustee,  or  by  delivering 
to  the  President  or  the  Treasurer  or  to  any  two  Directors 
of  the  Company  a  copy  of  such  notice. 

Section  5.  All  sums  of  money  from  time  to  time  in  the 
hands  of  the  Trustee  under  the  provisions  of  this  inden¬ 
ture,  pending  disposition  thereof  in  the  manner  herein  pro¬ 
vided,  may  be  deposited  by  it  in  its  banking  department  to 
the  credit  of  the  Trustee  hereunder,  and  shall  draw  interest 
at  the  current  rate  paid  by  the  Trustee  upon  funds  of  like 
character  held  by  it  on  deposit;  and  such  interest  shall, 
in  the  absence  of  default  by  the  Company  hereunder,  be 
paid  over  from  time  to  time  to  the  Company  as  the  same 
accrues. 

Section  6.  Tlie  Trustee  shall  have  the  power  to  insti¬ 
tute  and  to  maintain  such  suits,  actions  and  proceed¬ 
ings  as  it  may  be  advised  shall  be  necessary  or  expedient  to 
prevent  any  impairment  of  the  security  hereunder  by  any 
acts  of  the  Company  or  of  others  in  violation  of  this  in¬ 
denture  or  unlawful,  or  to  preserve  or  protect  the 
interests  of  the  Trustee  and  the  security  and  interest  of 


Article  XIII. — Article  XIV. 


tlie  holders  of  bonds  secured  hereby  in  respect  of  the  mort¬ 
gaged  property  or  any  of  it,  or  in  respect  of  the  income, 
earnings,  rents,  issues  and  profits  thereof,  including  (but 
not  hereby  limiting  the  foregoing  general  power)  power 
to  institute  and  maintain  suits,  actions,  or  proceedings 
to  restrain  the  enforcement  of  or  compliance  with  or  ob¬ 
servance  of  any  legislative  or  other  governmental  enact¬ 
ment,  rule  or  order  that  may  be  unconstitutional  or  other¬ 
wise  invalid,  if  such  enforcement,  compliance  or  observance 
would  impair  the  security  hereunder  or  be  prejudicial  to 
the  interests  of  the  Trustee  or  of  the  holders  of  the  l^onds 
secured  hereby. 

All  rights  of  action  and  other  remedies  under  this  in¬ 
denture,  or  which  the  Trustee  may  have  otherwise,  may 
be  enforced  by  the  Trustee  without  the  possession  of  any 
of  the  bonds  or  coupons  secured  hereby  and  without  the 
production  thereof  on  the  trial  or  other  proceedings  rela¬ 
tive  thereto,  and  any  such  suit,  action  or  proceeding  in¬ 
stituted  by  the  Trustee  shall  be  brought  in  its  own  name. 


ARTICLE  XIV. 

Arbitration. 

If  arbitration  shall  be  applied  for  or  requested,  as  pro¬ 
vided  in  subsection  (3)  of  section  5  of  article  III  hereof, 
for  the  redetermination  of  the  percentage  of  gross  operat¬ 
ing  revenues  specified  in  said  sub-section,  the  arbitrators 
shall  be  appointed  and  the  arbitration  shall  proceed  in  the 
following  manner :  Within  thirty  days  after  the  delivery  of 
the  application  or  request  referred  to  in  said  sub-section 
(3)  the  Company  shall  select  one  arbitrator,  and  any  hold¬ 
ers  of  ten  per  centum  (10%)  in  principal  amount  of  the 
bonds  outstanding  hereunder  may  nominate  an  arbitrator 
or  arbitrators  (unless  the  same  bondholders  shall  have 


Arbitration. 


Article  XIV. 


126 


made  such  noiniiiatiou  in  and  by  such  request)  and 
the  Trustee  shall  select  one  arbitrator  from  among 
those  so  nominated,  or  without  limitation  upon  its 
choice  if  no  such  nomination  is  made  within  said 
thirty  days.  The  Company  and  the  Trustee  shall  notify 
each  other  of  their  selection  of  arbitrators,  and  if  any  bond- 
liolders  have  applied  for  the  arbitration,  or  joined  in  the 
nomination  of  an  arbitrator,  or  filed  with  the  Trustee  a 
request  to  be  notified,  the  Trustee  shall  also  notify  such 
bondholders.  Within  ten  days  additional  after  the  end  of 
the  said  first  period  of  thirty  days  the  two  arbitrators 
chosen  as  aforesaid  shall  select  a  third  arbitrator.  If  the 
third  arbitrator  shall  not  be  so  selected  within  the  said  ten 
days,  application  may  be  made  by  either  party  to  a  judge 
of  the  United  States  Circuit  Court  of  Appeals  for  the  Sec¬ 
ond  District,  or  to  such  other  judge  as  the  two  arbitrators 
previously  chosen  may  agree  upon,  for  the  appointment 
of  a  competent  and  disinterested  person.  In  determin¬ 
ing  any  questions  before  them,  said  arbitrators  may  con¬ 
sider  any  facts  or  evidence  whatsoever  which  they  in  their 
uncontrolled  judgment  may  deem  competent  or  material, 
and  the  decision  of  a  majority  of  said  arbitrators  shall 
be  conclusive  upon  all  parties  in  interest  hereunder.  Any 
vacancy  in  the  board  of  arbitration  shall  be  filled  in  the 
manner  of  the  original  appointment  of  the  arbitrator  whose 
place  shall  have  become  vacant.  In  case  the  questions  sub¬ 
mitted  for  decision  shall  not  be  decided  by  the  board  of 
arbitration  and  their  report  filed  with  the  parties  thereto 
within  sixty  days  from  tlie  date  of  the  selection  of 
the  third  arbitrator,  the  arbitrators  shall  be  deemed  dis¬ 
charged,  and  upon  request  of  either  party  a  new  arbitra¬ 
tion  may  be  had  in  like  manner  as  aforesaid,  subject  to 
the  same  terms  and  provisions;  provided,  however,  that 
if  the  Company,  the  Trustee  and  a  majority  in  principal 
amount  of  the  bondholders,  if  any,  who  applied  for  any 


127  Article  XIV. — Article  XV. 


arbitration  or  joined  in  the  nomination  of  an  arbitrator 
therefor  shall,  by  writings  filed  with  the  Trustee,  re¬ 
quest  that  the  time  allowed  for  such  arbitration  be 
extended,  it  shall  be  extended  for  the  shortest  period 
specified  in  such  requests.  The  expense  of  such  arbi¬ 
tration  shall  be  forthwith  paid  by  the  Company.  Until 
such  decision  has  been  rendered  by  such  board  of  arbitra¬ 
tion  the  Trustee  shall  be  under  no  obligation  to  take  any 
action  with  regard  to  the  matter  in  issue  or  contro¬ 
versy,  but  the  provisions  of  this  indenture  relating  to  de¬ 
fault  shall  not  be  in  any  manner  suspended  nor  shall  the 
rights  of  the  Trustee  or  of  the  bondholders  with  respect 
to  any  acts  or  proceedings  based  upon  or  pursuant  to  any 
default  be  in  any  manner  delayed  or  otherwise  affected 
pending  any  such  arbitration  or  by  reason  thereof. 


ARTICLE  XV. 


Effect  of  Merger,  Consolidation,  etc. 


Section  1.  Nothing  contained  in  this  indenture,  or  in 
any  bond  hereby  secured,  shall  be  construed  to  prevent 
any  consolidation  or  merger  of  the  Company  with  or  into 
any  corporation  lawfully  entitled  to  acquire  and  operate 
the  mortgaged  property,  or  to  prevent  any  sale,  convey¬ 
ance,  transfer  or  lease  subject  to  this  indenture  of  all  the 
mortgaged  property  as  a  whole  or  substantially  as  a  whole 
to  any  such  corporation,  or  to  prevent  successive  similar 
consolidations,  mergers,  sales,  conveyances,  transfers  and 
leases  to  which  the  Company  or  its  successor  or  successors 
shall  be  a  party  or  parties ;  provided  however,  and  the  Com- 
pany  covenants  and  agrees,  that  if  it  shall  enter  into  or 
make  any  consolidation,  merger,  sale,  conveyance,  transfer 
or  lease  as  a  result  of  which  the  total  outstanding  principal 
amount  of  divisional  lien  bonds  not  deposited  with  the 


If  consolida¬ 
tion,  etc., 
causes  limit 
on  divisional 
bonds  to  be 
exceeded, 


Article  XV. 

Section  1. 


128 


this  indenture 
to  be  closed. 


Lien  hereof 
not  to  be 
impaired. 


Successor 
corporation 
to  assume 
Company’s 
obligations. 


Trustee  hereunder,  minus  the  total  amount  of  money 
deposited  with  and  then  held  by  the  Trustee  under  section 
3  of  article  IV  hereof,  would  exceed  twenty-five  per  centum 
( 25  % )  of  the  aggregate  principal  amount  of  all  bonds  then 
outstanding  hereunder  or  ten  million  dollars  (|10,000,000), 
whichever  is  the  larger  amount,  then  and  thereupon  it  will 
immediately,  by  indenture  supplemental  hereto,  close  this 
indenture  against  the  issue  of  additional  bonds  hereunder ; 
and  provided  further  that  any  consolidation,  merger,  sale, 
conveyance,  transfer  or  lease  shall  be  upon  such  terms  as 
in  no  respect  to  impair  the  lien  of  this  indenture,  or  any  of 
the  rights  or  powers  of  the  Trustee  or  the  bondholders  here- 
under;  and  provided,  further,  that  any  such  lease  shall  be 
made  expressly  subject  to  termination  either  by  the  Trustee 
at  any  time  during  the  continuance  of  a  default  hereunder 
or  by  the  purchaser  of  the  property  so  leased  at  any  sale 
thereof  hereunder,  whether  such  sale  be  made  under  the 
power  of  sale  hereby  conferred  or  under  judicial  proceed¬ 
ings  or  otherwise;  and  provided,  further,  that,  upon  any 
such  consolidation,  merger,  sale,  conveyance,  transfer  or 
lease,  the  due  and  punctual  payment  of  the  principal  and 
interest  of  all  of  said  bonds  according  to  their  tenor,  and 
the  due  and  punctual  performance  and  observance  of  all 
the  terms,  covenants,  and  conditions  of  this  indenture  to 
be  kept  or  performed  by  the  Company,  shall  be  expressly 
assumed  by  the  corporation  which  is  formed  by  such  con¬ 
solidation  or  into  which  the  Company  shall  be  merged, 
or  which  shall  acquire  all  the  property  subject  to  this 
indenture  as  a  whole,  as  aforesaid  (herein  referred  to  as  a 
successor  corporation),  by  an  indenture  supplemental 
hereto  in  form  satisfactory  to  the  Trustee  and  to  which  the 
Trustee  shall  be  a  party,  provided,  however,  that  a  lessee 
shall  not  be  required  to  assume  obligations  to  be  performed 
after  the  term  of  the  lease. 

Such  supplemental  indenture  need  not,  however,  contain 


129 


Article  XV. 

Section  1. 


a  grant  by  such  successor  corporation  of  its  property 
unless  it  is  sought  to  issue  further  bonds  hereunder  as  pro¬ 
vided  in  section  2  of  this  article,  but,  if  it  does  not  contain 
a  grant,  as  further  security  for  all  bonds  secured  hereby, 
of  all  its  property  then  owned  or  thereafter  acquired,  it 
shall  contain: 

(a)  .A  grant  by  such  successor  corporation  con¬ 
firming  the  lien  of  these  presents  and  subjecting  to 
the  lien  hereof  as  a  first  lien,  or  as  a  lien  subject  only 
to  liens  affecting  the  property  of  the  Company  before 
the  consolidation,  merger,  sale,  conveyance,  or  trans¬ 
fer,  and  necessarily  applying  thereto,  all  repairs,  re¬ 
newals,  replacements,  substitutions,  alterations,  bet¬ 
terments  and  improvements  upon,  of  and  for  the  prop¬ 
erty  subject  to  the  lien  hereof. 

(b)  A  covenant  and  stipulation  by  such  successor 
corporation  that  all  property  thereafter  acquired  by  it 
and  necessary  to  the  full  and  complete  performance 
of  any  covenant  herein  contained  relating  to  the  up¬ 
keep  of  tlie  property  subject  to  the  lien  hereof,  or  of 
any  other  covenant  hereof,  shall  be  conclusively 
deemed  and  taken  to  be  acquired  by  it  in  performance 
of  such  covenant  and  to  have  become  subject  to  the 
prior  lien  of  these  presents; 

(c)  A  covenant  and  stipulation  by  such  successor 
corporation  to  keep  the  property  subject  to  the  lien 
hereof  as  far  as  practicable  readily  identifiable. 

Such  supplemental  indenture  shall  in  any  case  stipulate 
that  the  Trustee  shall  not  be  taken  impliedly  to  waive 
thereby  any  riglits  it  would  otherwise  have. 

Section  2.  In  case  the  Company,  pursuant  to  section  1 
of  this  article,  shall  be  consolidated  with  or  merged 
into  any  other  corporation,  or  shall  sell,  convey  or  transfer, 


Grants  and 
covenants  by 
successor 
corporation. 


Issue  of  bonds 
by  successor 
corporation. 


Article  XV. 

Section  2. 


130 


subject  to  the  lien  of  this  indenture,  all  the  mortgaged 
property  as  a  whole  (but  not  in  case  of  any  lease),  the 
corporation  resulting  from  such  consolidation,  or  into 
which  the  Company  shall  have  been  merged,  or  which  shall 
have  received  a  conveyance  or  transfer,  as  aforesaid, — upon 
executing  and  causing  to  be  recorded  an  indenture  with  the 
Trustee,  satisfactory  to  the  Trustee,  whereby  it  shall  as¬ 
sume  and  agree  to  pay  the  principal  and  interest  of  the 
bonds  issued  hereunder  and  secured  hereby  in  accordance 
with  the  provisions  of  said  bonds  and  coupons  and  this 
indenture,  and  shall  grant  and  mortgage  as  further  secur¬ 
ity  for  said  bonds  all  property  then  owned  or  there¬ 
after  to  be  acquired  by  it,  and  shall  agree  to  per¬ 
form  and  fulfil  all  the  terms,  covenants  and  con¬ 
ditions  of  this  indenture  binding  upon  the  Com¬ 
pany, — shall  succeed  to  and  be  substituted  for  the 
Company,  with  the  same  effect  as  if  it  had  been  a 
party  hereto  as  the  mortgagor  company,  and  such  succes¬ 
sor  corporation  thereupon,  and  not  otherwise,  may  cause 
to  be  signed,  issued  and  delivered,  either  in  its  own  name 
or  in  the  name  of  tlie  Company,  and  under  the  corporate 
seal  of  either,  any  or  all  of  such  bonds  which  shall  not 
theretofore  have  been  signed  by  the  Company  and  certified 
by  the  Trustee ;  and  subject  to  all  the  terms,  conditions  and 
restrictions  in  tliis  indenture  prescribed  touching  the 
certification  and  issuance  of  bonds,  and  upon  the  order  of 
the  successor  corporation  in  lieu  of  the  Company,  the  Trus¬ 
tee  shall  certify  and  deliver  any  of  such  bonds  which  shall 
have  been  previously  signed  by  the  officers  of  the  Company 
and  delivered  to  the  Trustee  for  certification,  and  any  of 
such  bonds  whicli  the  successor  corporation  shall  there¬ 
after,  in  accordance  with  the  provisions  of  this  indenture, 
cause  to  be  signed  and  delivered  to  the  Trustee  for  such  pur¬ 
pose;  but  bonds  signed  in  the  name  of  the  successor  cor¬ 
poration  may  at  its  option  be  certified  and  issued  in  any 


131 


Article  XV. 

Section  2. 


or  every  case  in  lieu  of  any  bonds  previously  signed  by  any 
predecessor  corporation.  All  the  bonds  so  issued  shall  in 
all  respects  have  the  same  rank  and  security  as  the 
bonds  theretofore  or  thereafter  issued  in  accordance  with 
the  terms  of  this  indenture,  as  though  all  of  said  bonds  had 
been  issued  at  the  date  of  the  execution  hereof.  The  Com¬ 
pany  covenants  that  if  bonds  are  at  any  time  issued  in 
any  new  name,  the  Company  will  provide  for  the  exchange 
of  any  bonds  previously  issued  for  bonds  issued  in  any 
such  new  name,  at  the  option  of  the  holder  and  without 
expense  to  him.  The  rights  of  the  Company  and  of  the 
successor  corporation  to  apply  for  the  issue  of  bonds  here¬ 
under  in  respect  of  the  property  owned  by  the  successor 
corporation  at  the  time  of  such  consolidation,  merger,  sale, 
conveyance  or  transfer,  and  all  other  rights  and  duties  of 
the  Company  and  of  the  successor  corporation  in  respect 
of  such  property  and  otherwise,  shall  be  the  same  as  the 
rights  and  duties  of  the  Company  would  have  been  had  it 
acquired  such  property  by  purchase. 

Section  3.  Nothing  herein  contained  shall  be  con¬ 
strued  to  prevent  the  Company  from  acquiring  all  the 
works,  systems,  franchises,  property  and  other  assets,  and 
assuming  all  the  liabilities,  of  the  Adirondack  Electric 
Power  Corporation  or  of  the  Kanes  Falls  Electric  Com¬ 
pany. 

Section  4.  The  Trustee  shall  be  furnished  with  a  cer¬ 
tificate  of  counsel  (who  may  be  of  counsel  to  the  Com¬ 
pany)  appointed  by  the  Company  and  acceptable  to  the 
Trustee,  which  certificate  the  Trustee  may  receive  as  con¬ 
clusive  ewdence  that  the  provisions  and  conditions  of  the 
foregoing  sections  1  and  2,  or  either  of  them,  of  this  article 
have  been  complied  with. 


Company 
may  acquire 
certain 
properties. 


Certificate 
of  counsel. 


Article  XV. — Article  XVI.  132 


Sale  and 
release  by 
successor 
corporation. 


Section  5.  Any  successor  coriioration,  on  compliance 
with  the  provisions  of  article  X  hereof,  shall  be  entitled  to 
the  benefit  of  said  article  in  the  same  manner  and  to  the 
same  extent  as  the  Company. 


ARTICLE  XVI. 

Discharge. 

These  presents  shall  become  void 

(a)  If  the  Company  shall  at  any  time  call  all  the 
bonds  then  outstanding  hereunder,  giving  notice  and 
providing  payment  in  full  in  accordance  with  the 
terms  of  the  several  bonds  and  of  such  provisions 
hereof  as  shall  be  applicable,  or 

(h)  If  the  Company  shall  well  and  truly  pay  and 
discharge  at  the  maturity  thereof  the  principal  and 
interest  of  all  bonds  then  outstanding  hereunder  in 
*  the  manner  provided  therefor  in  the  several  bonds,  or 
pay  to  the  Trustee  a  sum  of  money  sufficient  for  that 
purpose,  or 

(c)  If  the  Company  shall  at  any  time  deliver  to  the 
Trustee  cancelled  all  the  bonds  and  coupons  then  out¬ 
standing  hereunder ; 

{(1)  But  only  if  in  each  and  every  such  case  the 
Company  shall  have  paid  to  the  Trustee  any  and  all 
sums  due  to  the  Trustee  under  the  provisions  of  this 
indenture ; 

and  then  and  in  each  and  every  such  case  the  estate,  right 
and  title  of  the  Trustee  hereby  created  shall  utterly  cease 
and  determine,  and,  if  the  Company  shall  so  request,  the 


133  Article  XVI. — Article  XVII. 

N 

Trustee  shall  execute  to  the  Coiiipaiiy  a  good  and  sufficient 
release  and  discharge  in  law  of  this  indenture  and  of  the 
lien  hereby  created,  and  shall  restore  and  surrender  to  the 
Company  possession  of  any  property  of  which  it  shall  have 
taken  possession  and  which  it  shall  not  have  sold  under 
and  by  virtue  of  these  presents;  but  otherwise  and  until 
such  payment  and  performance  these  presents  shall  be  and 
remain  in  full  force  and  effect. 


ARTICLE  XVII. 

Definitions  and  Miscellaneous  Provisions. 

Section  1.  Except  where  the  context  or  some  specific 
provision  requires  a  different  meaning 

(a)  The  term  ‘^Company”  means  Adirondack  Power 
and  Light  Corporation,  the  mortgagor  named  herein,  or 
any  corporation  resulting  from  the  consolidation  or  merger 
of  the  Company  with  any  other  corporation,  or  any  other 
successor  corporation  as  herein  in  Article  XV  provided. 

(b)  The  term  “Trustee”  means  Guaranty  Trust  Com¬ 
pany  of  Xew  York,  the  Trustee  herein  named,  or  its  suc¬ 
cessor  as  Trustee  hereunder  for  the  time  being. 

(c)  The  term  “mortgaged  property”  means  the  property 
covered  by  the  lien  of  this  indenture  for  the  time  being. 

{d)  The  term  “additional  property”  means  property  of 
the  character  described  in  article  III  hereof. 

(e)  The  terms  “this  indenture,”  “this  mortgage  or 
deed  of  trust,”  etc.,  ^and  “herein,”  “hereof,”  “hereby,” 
“hereunder,”  “hereinbefore,”  “hereinafter”  refer  to  this 
indenture  and  not  to  a  particular  article,  section,  subsec¬ 
tion,  subdivision  or  other  portion  thereof,  and  references 
to  this  indenture  shall  be  understood  to  include  also 


“Company.” 


“Trustee.” 


“Mortgaged 

property.” 

“Additional 

property.” 

“This  inden¬ 
ture,”  etc. ; 
“herein,” 
“hereof,”  etc. 


Article  XVII. 

Section  1. 


134 


“Divisional 

iiens.” 


“Divisional 
lien  bonds.” 


“Refundable 

divisional 

liens.” 


“Refundable 
divisional 
lien  bonds.” 


Withdrawal 
of  moneys. 


“Treasurer.” 


“Acquired 
plants  or 
systems.” 


any  and  all  indeutiires  and  mortgages  supplemental 
thereto. 

(/)  The  term  “divisional  liens’’  means  mortgages,  liens 
and  encumbrances  (except  taxes  for  the  current  year),  of 
any  character  Avhatever,  which  are  or  may  be  superior  to 
the  lien  of  this  indenture  on  any  prosier ty  subject  to  the 
lien  of  this  indenture. 

{g)  References  to  property  as  being  subject  to  a  divi¬ 
sional  lien  mean  that  such  property  is  subject  to  such 
lien  as  a  lien  prior  to  that  of  this  indenture. 

[h]  The  term  “  divisional  lien  bonds”  means  the  obliga¬ 
tions,  of  whatever  character,  secured  by  divisional  liens. 

(i)  The  term  “refundable  divisional  liens”  means  divi¬ 
sional  liens  in  respect  of  which  money  shall  have  been 
deposited  or  bonds  withheld  under  the  provisions  of  section 
3  of  article  IV  hereof  to  an  aggregate  amount  equal  to  the 
aggregate  principal  amount  of  the  outstanding  divisional 
lien  bonds  secured  by  such  divisional  liens,  and  means  also 
the  mortgages  or  deeds  of  trust  referred  to  in  section  6  of 
said  article  IV. 

ij)  The  term  “refundable  divisional  lien  bonds”  means 
the  obligations,  of  whatever  character,  secured  by  refund¬ 
able  divisional  liens. 

{k)  References  to  the  withdrawal  of  moneys  from  the 
trustee  or  mortgagee  under  any  divisional  lien  include 
the  withdrawal  of  any  securities  from  such  trustee  or 
mortgagee  as  well  as  the  withdrawal  of  cash. 

(?)  The  term  “Treasurer,’-' when  referring  to  the  Treas¬ 
urer  of  the  Company,  means  the  Treasurer  of  the  Company 
and  also,  while  acting  within  the  scope  of  the  powers  con¬ 
ferred  on  him  by  law  or  by  the  by-laws  of  the  Company  or 
by  action  of  its  Board  of  Directors,  any  Assistant  Treas¬ 
urer  of  the  Company! 

(m)  The  phrase  “acquired  plants  or  systems”  or  “ac- 


135 


Article  XVII. 

Section  1. 


quired  plant  or  system”  means  any  plant  or  system  pur¬ 
chased  or  acquired  by  the  Company  which  when  so  pur¬ 
chased  or  acquired  shall  be  used  or  capable  of  use  for  any 
of  the  primary  or  principal  purposes  of  the  Company’s 
business,  but  shall  not  include  either  additions  thereto  or 
extensions  thereof  constructed  or  installed  by  the  Company 
after  the  purchase  or  acquisition  thereof  or  plants  or  sys¬ 
tems  originally  constructed  or  installed  by  the  Company. 

Section  2.  (a)  This  indenture  shall  bear  date  of  the  cate, 

first  day  of  March,  1920,  and  shall  be  valid  and  effectual 
from  that  date,  although  executed  on  July  20,  1920;  and 

(b)  The  bonds  issued  hereunder  shall  be  valid  and  ef¬ 
fectual  after  the  certification  thereof  respectively  by  the 
Trustee,  although  executed  on  a  day  later  than  their  date. 

Section  3.  The  Company  may  execute  and  file  with  the  supplemental 
Trustee,  and  the  Trustee  at  the  request  of  the  Company 
shall  join  in,  indentures  supplemental  hereto,  to  close  this 
indenture  against  or  restrict  the  issue  of  additional  bonds 
hereunder,  and  add  hereto  provisions  for  a  sinking  fund 
or  for  an  improvement  fund  or  both,  and  further  restric¬ 
tions  upon  the  outstanding  amount  of  divisional  lien  bonds, 
and  other  limitations  and  conditions  in  addition  to  those 
herein  contained,  whether  applicable  in  respect  of  all 
bonds  issued  and  to  be  issued  hereunder  or  in  respect  of 
one  or  more  series  thereof  or  otherwise ;  provided,  however, 
that  nothing  in  this  section  shall  prevent  or  affect  the 
exercise,  in  regard  to  any  such  supplemental  indenture,  of 
the  jurisdiction  of  the  Public  Service  Commission  of  the 
State  of  IS^ew  York  having  jurisdiction  in  the  premises; 
and  the  Company  hereby  covenants  that  it  will  fully  per¬ 
form  all  the  requirements  of  any  such  supplemental  in¬ 
dentures  which  may  be  in  effect  from  time  to  time.  No 


Article  XVII. 

Section  3. 


136 


This  inden¬ 
ture  to  benefit 
only  parties 
and  bond¬ 
holders. 


Bonds 
may  have 
independent 
security. 


Different 
officers,  etc. 
may  make 
certificates. 


restriction  or  obligation  imposed  hereby  or  by  any  supple¬ 
mental  indenture  upon  the  Company  may  be  waived  or 
modified  by  such  supplemental  indentures  or  otherwise. 

i 

Section  4.  Nothing  in  this  mortgage  or  deed  of  trust 
or  in  the  bonds  issued  hereunder,  expressed  or  implied,  is 
intended,  or  shall  be  construed,  to  give  to  any  person  or 
corporation,  other  than  the  parties  hereto  and  the  holders 
of  bonds  secured  hereby,  any  legal  or  equitable  right, 
remedy,  or  claim  under  or  in  respect  of  this  mortgage  or 
deed  of  trust,  or  under  any  covenant,  condition  or  provision 
herein  contained;  all  its  covenants,  conditions  and  provi¬ 
sions  being  intended  to  be  and  being  for  the  sole  and  ex¬ 
clusive  benefit  of  the  parties  hereto  and  of  the  holders  of 
the  bonds  hereby  secured.  • 

Section  5.  Nothing  in  this  indenture  or  in  the  bonds 
issued  hereunder,  expressed  or  implied,  is  intended,  or 
shall  be  construed,  to  prevent  any  bond  secured  hereby 
from  liaving  also  any  independent  security  or  guaranty  or 
the  benefit  of  any  covenants  or  agreements  outside  this 
indenture,  concerning  which  a  notation  may  or  may  not 
be  endorsed  thereon,  and  the  references  herein  or  in  the 
bonds  to  the  equal  security  hereunder  of  all  bonds  secured 
hereby  shall  not  be  deemed  applicable  to  such  independent 
security,  guaranty,  covenants  or  agreements. 

• 

Section  6.  Tlie  same  officer  or  officers  of  the  Company, 
or  the  same  engineer  or  counsel  or  other  person  as  the  case 
may  be,  need  not  certify  to  all  the  matters  required  to  be 
certified  under  the  provisions  of  any  article,  section,  sub¬ 
section  or  other  portion  hereof,  but  different  officers, 
engineers,  counsel  or  other  persons  may  certify  to  different 
facts  respectively. 


137 


Article  XVII. 

Section  7. 


Section  7.  The  titles  of  articles,  any  marginal  notes, 
any  table  of  contents,  and  the  cover  of  this  indenture  are 
inserted  for  convenience  only  and  are  not  a  part  of  this 
indenture  or  to  be  used  in  the  construction  hereof. 

Section  8.  If  at  any  time  the  aggregate  outstanding 
principal  amount  of  divisional  lien  bonds  shall  not  ex¬ 
ceed  one-half  of  one  per  centum  of  the  principal  amount  of 
all  bonds  outstanding  hereunder,  then,  in  the  discretion 
of  the  Company,  this  indenture  may  be  known  as  a  First 
Mortgage  and  the  bonds  of  any  series  subsequently  issued 
hereunder,  whether  by  way  of  exchange,  transfer  or  other¬ 
wise,  may  be  designated  as  First  Mortgage  Gold  Bonds. 

Section  9,  The  provisions  of  each  section  and  clause 
of  this  article  shall  apply  to  the  construction  of  the  whole 
indenture,  including  all  sections  and  clauses  of  this 
article. 

Section  10.  Pursuant  to  Section  259  of  the  Tax  Law  of 
the  State  of  New  York,  the  Company  hereby  certifies  that 
the  amount  which  at  the  time  of  the  execution  and  delivery 
of  this  indenture  is  advanced  or  has  accrued  hereon  or 
has  become  secured  hereby  is  the  sum  of  five  million  six 
hundred  twenty  thousand  dollars  (|5,620,000) . 

In  Witness  Whereof  Adirondack  Power  and  Light  Cor¬ 
poration  has  caused  this  indenture  to  be  executed  in  its 
name  and  behalf  by  its  Vice  President  and  its  Treasurer 
thereto  duly  authorized,  and  its  corporate  seal  to  be  affixed 
and  attested  by  its  Treasurer,  and  Guaranty  Trust  Com¬ 
pany  of  New  York  has  caused  this  indenture  to  be  exe¬ 
cuted  in  its  name  and  behalf  by  a  Vice-President  and 
an  Assistant  Secretary  thereto  duly  authorized  and  its 
corporate  seal  to  be  affixed  and  attested  by  an  Assistant 


Marginal 
notes,  table 
of  contents, 
etc. 


When  First 
Mortgage 
Bonds  may 
be  issued. 


Application 
of  this  article. 


$5,620,000 
advanced  or 
accrued 
hereon. 


Testimonium. 


138 


Secretary  under  date  of  the  day  and  year  first  above 
written. 

Executed  in  fifteen  original  counter  parts. 
ADIRONDACK  POWER  AND  LIGHT  CORPORATION. 

HENRY  W.  PECK, 

Vice  President. 

DARIUS  E.  PECK, 

Treasurer. 


By 


[Corporate 

Seal] 


And  by 


Attest 

Darius  E.  Peck, 

Treasurer. 

Signed,  sealed  and  delivered  by 
Adirondack  Power  and  Light 
Corporation  in  presence  of 

Richard  S.  Pattee. 


GUARANTY  TRUST  COMPANY  OF  NEW  YORK. 


By 


[Corporate 

Seal] 


And  by 


Attest 


E.  C.  HEBBARD, 

Vice-Presiden  t . 


J.  D.  HERR, 

Assistant  Secretary 


E.  P.  Davis, 

Assistant  Secf'etary. 

Signed,  sealed  and  delivered  by 
Guaranty  Trust  Company  of  New 
York  in  presence  of 

John  A.  Lyon. 


139 


State  of  New  York 
County  op  Schenectady 


On  the  20th  day  of  July  in  the  year  1920,  before  me  per¬ 
sonally  came  Henry  W.  Peck  and  Darius  E.  Peck,  to  me 
known,  who  being  by  me  duly  and  severally  sworn  did 
depose  and  say  that  they  reside  in  Schenectady  and 
in  Schenectady,  respectively;  that  they  are  the  Vice- 
President  and  Treasurer  respectively  of  the  Adirondack 
Power  and  Light  Corporation,  the  corporation  described 
in  and  which  executed  the  above  instrument;  that  they 
know  the  seal  of  said  corporation;  that  the  seal  affixed  to 
said  instrument  is  such  corporate  seal;  that  it  was  so 
affixed  by  order  of  the  Board  of  Directors  of  said  corpora¬ 
tion;  and  that  they  signed  their  names  thereto  by  like 
order. 

[Notarial  H.  C.  HAMMER, 

Seal]  Notary  Public. 


Clerk’s  Office  ] 

County  of  Schenectady  f  ss. 
State  of  New  York  J 


No.  4120 

I,  George  T.  Bradt,  Clerk  of  the  said  County,  and  also  Clerk  of  the 
Supreme  and  County  Courts,  being  courts  of  Record  held  therein,  do 
hereby  certify  that  H.  C.  Hammer  whose  name  is  subscribed  to  the 
Certificate  of  proof  or  acknowledgment  of  the  annexed  instrument,  and 
thereon  written,  or  whose  name  is  subscribed  to  the  annexed  jurat,  was 
at  the  time  of  taking  such  proof  or  acknowledgment  or  of  administering 
such  oath  or  affirmation,  a  Notary  Public  in  and  for  said  County, 
residing  therein,  duly  commissioned  and  sworn,  and  authorized  by  the 
laws  of  said  State  to  take  the  acknowledgments  and  proofs  of  deeds  or 
conveyances,  for  land,  tenements,  or  hereditaments  and  to  administer 
oaths  or  affirmations  in  said  County.  And  further,  that  I  am  well 
acquainted  with  the  handwriting  of  said  officer  and  verily  believe  that 
the  signature  to  said  jurat  or  certificate  of  proof  or  acknowledgment  is 
genuine. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  affixed  the 
seal  of  said  Courts  and  County,  the  22  day  of  July,  1920. 


Acknowledg¬ 
ment  by 
Company. 


(Seal) 


GEO.  T.  BRADT,  Clerk. 


Acknowledg¬ 
ment  by 
Trustee. 


(Seal) 


140 


State  of  New  York 
County  op  New  York 

On  the  21st  day  of  July,  in  the  year  1920,  before  me 
personally  came  E.  0.  Hebbard  and  J.  D.  Herr  &  E.  P. 
Davis,  to  me  known,  who  being  by  me  duly  and  severally  . 
sworn  did  depose  and  say  that  they  reside  in  Upper  Mont¬ 
clair,  N.J.,  Kidgewood,  N.J.,  and  in  Brooklyn,  N.Y.,  re¬ 
spectively  ;  that  they  are  the  Vice-President  and  Assistant 
Secretaries  resi^ectively  of  the  Guaranty  Trust  Company 
of  New  York,  the  corporation  described  in  and  which  exe¬ 
cuted  the  above  instrument;  that  they  know  the  seal  of 
said  corjDoration ;  that  the  seal  affixed  to  said  instrument 
is  such  corporate  seal;  that  it  was  so  affixed  by  order  of 
the  Board  of  Directors  of  said  corporation ;  and  that  they 
signed  their  names  hereto  by  like  order. 

[Notarial  JOHN  A.  LYON, 

Seal]  Notary  Public. 

Bronx  Co.  Clk’s  No.  64,  Keg.  N.  2157 
N.Y.  Co.  Clk’s  No.  341,  Reg.  No.  1391 
'  Commission  expires  March  30.  1921 

State  of  New  York  7 
County  of  New  York  j 

No.  33656  Series  B 

I,  William  F.  Schneider,  Clerk  of  the  County  of  New  York,  and  also 
Clerk  of  the  Supreme  Court  in  and  for  said  county,  no  hereby  certify, 
That  said  Court  is  a  Court  of  Record  having  by  law  a  seal;  that  John 
A.  Lyon  whose  name  is  subscribed  to  the  annexed  certificate  or  proof 
of  acknowledgment  of  the  annexed  instrument  was  at  the  time  of  taking 
the  same  a  Notary  Public  acting  in  and  for  said  county,  duly  commis¬ 
sioned  and  sworn,  and  qualified  to  act  as  such ;  that  he  has  filed  in  the 
Clerk’s  Office  of  the  County  of  New  York  a  certified  copy  of  his  ap¬ 
pointment  and  qualification  as  Notary  Public  for  the  County  of  Bronx 
with  his  autograph  signature;  that  as  such  Notary  Public  he  was  duly 
authorized  by  the  laws  of  the  State  of  New  York  to  protest  notes ;  to 
take  and  certify  depositions ;  to  administer  oaths  and  affirmations ;  to 
take  affidavits  and  certify  the  acknowledgment  and  proof  of  deeds  and 
other  written  instruments  for  lands,  tenements  and  hereditaments,  to 
be  read  in  evidence  or  recorded  in  this  state ;  and  further,  that  I  am 
well  acquainted  with  the  handwriting  of  such  Notary  Public  and  verily 
believe  that  his  signature  to  such  proof  or  acknowledgment  is  genuine. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  affixed  the 
seal  of  said  Court  at  the  City  of  New  York,  in  the  County  of  New  York, 
this  21  day  of  July,  1920. 

WM.  F.  SCHNEIDER,  Clerk. 

United  States  Internal  Revenue  stamps  in  the  proper  amount  with 
respect  to  the  bonds  now  to  be  issued  under  this  mortgage  or  deed  of 
trust  have  been  affixed  to  and  cancelled  upon  that  counterpart  original 
of  this  said  mortgage  or  deed  of  trust  which  is  on  file  with  the  Trustee. 


141 


Certificate  op  Consent  of  Stockholders. 

We,  Henry  W.  Peck,  Vice-President,  and  Darius  E. 
Peck,  Secretary,  of  the  Adirondack  Power  and  Light  Cor¬ 
poration,  a  corporation  organized  and  existing  under  the 
laws  of  the  State  of  New  York,  having  its  principal  place 
of  business  in  the  City  of  Schenectady,  County  of  Sche¬ 
nectady,  State  of  New  York,  hereby  certify  that  the  holders 
of  all  the  capital  stock  of  the  said  Adirondack  Power  and 
Light  Corporation  have  given  their  consent  to  the  mort¬ 
gage  or  deed  of  trust  made  and  executed  by  the  said  cor¬ 
poration  to  the  Guaranty  Trust  Company  of  New  York, 
as  Trustee,  bearing  date  the  first  day  of  March,  1920,  and 
that  such  consent  was  given  by  such  stockholders  in 
writing,  pursuant  to  the  provisions  of  Section  6  of  the 
Stock  Corporation  Law,  which  writing  was  signed  and 
acknowledged  by  all  of  said  stockholders  and  is  in  the 
following  form,  viz : 

We,  the  undersigned  stockholders  of  the  Adiron¬ 
dack  Power  and  Light  Corporation,  a  stock  corpora¬ 
tion  organized  and  existing  under  and  by  virtue  Of  the 
laws  of  the  State  of  New  York,  having  an  outstanding 
capital  stock  of  two  million  eighty  thousand  (2,080,- 
000)  dollars,  and  being  all  the  stockholders  of  said 
corporation  and  owning  all  of  the  outstanding  capital 
stock  of  said  corporation. 

Do  HEREBY  CONSENT  that  Said  corporation  may  make, 
execute  and  deliver  a  mortgage  or  deed  of  trust,  dated 
the  first  day  of  March,  1920,  to  Guaranty  Trust  Com¬ 
pany  of  New  York,  as  Trustee,  upon  all  the  property, 
rights  and  franchises  of  the  corporation,  whether  now 
owned  or  hereafter  acquired,  with  the  exceptions 
therein  stated.  Such  mortgage  or  deed  of  trust  may 
secure  the  payment  of  bonds  of  various  dates,  matur¬ 
ities  and  interest  rates,  to  be  issued  thereunder,  in 
coupon  or '  fully  registered  form,  to  an  unlimited 
authorized  principal  amount,  and  may  also  secure  the 
performance  of  all  the  terms  and  conditions  of  said 


Certificate  of 
consent  of 
stockholders. 


142 


mortgage  or  deed  of  trust.  And  said  mortgage  or 
deed  of  trust  may  be  in  substantially  the  form  of  the 
printed  draft  filed  with  the  Secretary  and  identified 
by  his  endorsement  thereon  as  follows:  “Draft  of 
mortgage  submitted  to  stockholders  for  their  consent. 
Attest,  Darius  E.  Peck,  Secretary,”  or  in  any  otlier 
form  which  the  Board  of  Directors  may»approve. 

We  further  certify  that  the  mortgage  which  has  been 
made  and  executed  as  aforesaid,  dated  the  first  day  of 
March,  1920,  is  in  the  form  of  the  draft  filed  with  the  Sec¬ 
retary  referred  to  in  the  foregoing  consent. 


In  witness  whereof  the  seal  of  the  Adirondack  Power 
and  Light  Corporation  has  been  hereto  affixed  and  we,  the 
said  Vice-President  and  Secretary,  have  subscribed  and 
acknowledged  this  certificate  the  20th  day  of  July,  1920. 


[Corporate 

Seal] 


HENRY  W.  PECK,  Vice-President. 
DARIUS  E.  PECK,  Secretary. 


143 


State  of  New  York 
County  of  Schenectady 


ss. 


Henry  W.  Peck  and  Darius  E.  Peck,  being  severally 
sworn,  depose  and  say,  each  for  himself,  that  the  said 
Henry  W.  Peck  is  the  Vice-President  and  the  said  Darius 
E.  Peck  is  the  Secretaiy  of  the  Adirondack  Power  and 
Light  Corporation;  that  they  know  the  seal  of  said  cor¬ 
poration  ;  that  the  seal  affixed  to  the  foregoing  instrument 
is  such  corporate  seal;  and  that  it  was  so  affixed  by  au¬ 
thority  of  the  Board  of  Directors  of  said  corporation. 


HENRY  W.  PECK 
DARIUS  E.  PECK 


Subscribed  and  sworn  to  before  me  this  20th  day  of  July, 


H.  C.  HAMMER 
Notary  Public, 

Schenectady  County,  New  York. 

1 

County  of  Schenectady  J-  ss. 

State  op  New  York  J 

No.  4121 

I,  George  T.  Bradt,  Clerk  of  the  said  County,  and  also  Clerk  of  the  (Seal) 
Supreme  and  County  Courts,  being  courts  of  Record  held  therein,  do 
hereby  certify  that  H.  C.  Hammer  whose  name  is  subscribed  to  the 
Certificate  of  proof  or  acknowledgment  of  the  annexed  instrument,  and 
thereon  written,  or  whose  name  is  subscribed  to  the  annexed  jurat,  was 
at  the  time  of  taking  such  proof  or  acknowledgment  or  of  administering 
such  oath  or  affirmation,  a  Notary  Public  in  and  for  said  County, 
residing  therein,  duly  commissioned  an'd  sworn,  an^  authorized  by  the 
laws  of  said  State  to  take  the  acknowledgments  and  proofs  of  deeds  or 
conveyances,  for  land,  tenements,  or  hereditaments  and  to  administer 
oaths  or  affirmations  in  said  County.  And  further,  that  I  am  well 
acquainted  with  the  handwriting  of  said  officer  and  verily  believe  that 
the  signature  to  said  jurat  or  certificate  of  proof  or  acknowledgment  is 
genuine. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  affixed  the 
seal  of  said  Courts  and  County,  the  22  day  of  July,  1920. 

GEO.  T.  BRADT,  Clerk. 


1920. 

(Notarial 

Seal) 


Clerk’s  Office 


144 


State  op  New  York 
County  op  Schenectady 


(Seal) 


On  this  20 til  day  of  July,  1920,  before  me  personally 
came  Henry  W.  Peck  and  Darius  E.  Peck,  to  me  known 
and  known  to  me  to  be  the  Vice-President  and  Secretary, 
respectively,  of  the  Adirondack  Power  and  Light  Corpora¬ 
tion,  and  the  persons  described  in  and  who  made  and  signed 
the  foregoing  certificate,  and  severally  duly  acknowledged 
to  me  that  they  had  made,  signed  and  executed  the  same 
for  the  uses  and  purposes  therein  set  forth. 


(Notarial 

Seal) 


H.  C.  HAMMER 
Notary  Public, 

Schenectady  County,  New  York. 


Clekk’s  Office  ] 

County  of  Schenectady  f  ss. 

State  of  New  York  J 

No.  4096 

I,  George  T.  Bradt,  Clerk  of  the  said  County,  and  also  Clerk  of  the 
Supreme  and  County  Courts,  being  courts  of  Record  held  therein,  do 
hereby  certify  that  H.  C.  Hammer  whose  name  is  subscribed  to  the 
Certihcate  of  proof  or  acknowledgment  of  the  annexed  instrument,  and 
thereon  written,  or  whose  name  is  subscribed  to  the  annexed  jurat,  was 
at  the  time  of  taking  such  proof  or  acknowledgment  or  of  administering 
such  oath  or  affirmation,  a  Notary  Public  in  and  for  said  County, 
residing  therein,  duly  commissioned  and  sworn,  and  authorized  by  the 
laws  of  said  State  to  take  the  acknowledgments  and  proofs  of  deeds  or 
conveyances,  for  land,  tenements,  or  hereditaments  and  to  administer 
oaths  or  affirmations  in  said  County.  And  further,  that  I  am  well 
acquainted  with  the  handwriting  of  said  officer  and  verily  believe  that 
the  signature  to  said  jurat  or  certificate  of  proof  or  acknowledgment  is 
genuine. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  affixed  the 
seal  of  said  Courts  and  County,  the  22  day  of  July,  1920. 

GEO.  T.  BRADT,  Clerk. 

Recording  Tax  Receipt. 

State  of  New  York,  County  of  Schenectady,  ss : 

I  do  hereby  certify  that  I  have  received  on  the  within  Mortgage 
$28100.00  being  the  amount  of  the  Recording  Tax  imposed  thereon,  and 
paid  at  the  date  of  the  recording  thereof. 


Dated  July  22,  1920 


GEO.  T.  BRADT 

Recording  Officer  of  Schenectady  Co.  N.Y. 


145 


Mortgage  dated  March  1,  1920,  Recorded  : 

State  of  New  York, 

Schenectady  County 

Recorded  on  the  22nd  day  of 
July  1920  at  11:27  o’clock 
A.M.,  in  Book  244  of  Mortgages 
at  page  190  and  examined. 

GEO.  T.  BRADT  County  Clerk 

State  op  New  York 
Saratoga  County  Clerk’s  Office 

Recorded  on  the  22nd  day  op  july 
1920  AT  1 :50  o’clock  p.m.,  in 
BOOK  224  OF  MORTGAGES,  AT  PAGE 
82. 

JOHN  F.  HENNESSY  Clerk 

State  of  New  York 
Rensselaer  County,  ss. 

Recorded  on  the  22  day  op 
JULY,  1920  AT  2 :30  o’clock 
P.M.  IN  LIBER  401  OP  MORTGAGES 
AT  PAGE  170  AND  EXAMINED. 

HANS  DAHL  Clerk 

Albany  County  :  ss 

Recorded  in  the  clerk’s 
OFFICE  ON  THE  22ND  DAY  OP  JULY, 

1920  AT  3 :25  p.m.  book  660  op 
MORTGAGES,  ON  PAGE  1  AND  EXAMINED. 

L.  C.  WARNER  Clerk 


146 


State  of  New  York, 

'  ss 

Fulton  County, 

Recorded  on  the  22nd  day 
of  July  1920  at  3 :29  o’clock 
P.M.,  in  Book  129  of  Mortgages 
at  page  1  and  examined. 

EGBERT  T.  CROSS  Clerk 


Washington  County,  ss. 

Recorded  on  the  22nd  day  of 
July,  1920  at  3 :38  o’clock  p.m. 
IN  LIBER  131  OF  MORTGAGES,  AT 
PAGE  390  AND  EXAMINED. 

G.  W.  CURRY  Clerk 


State  of  New  York  i 

1  gg 

Montgomery  County  j 

Recorded  on  the  22  day 
of  July,  1920  at  4  o’clock 
P.M.  in  Liber  160  of  Mort¬ 
gages  at  page  7  and  examined. 

HARRY  D.  LODER  Clerk. 


Herkimer  County,  ss. 

Recorded  on  the  22  day  of  July 
1920  at  4  :30  o’clock  p.m.  in 
Liber  177  of  Mortgages  at  page 
90  and  examined 


GEORGE  HESSLER,  Jr.  Special  Deputy  Clerk 


147 


Oneida  County,  ss. 

Recorded  on  the  26  day  of 
JULY,  1920  AT  3  ;50  o’clock 
P.M.,  IN  LIBER  506  OP  MORT¬ 
GAGES  PAGE  379  AND  EXAMINED. 

CHAS.  WENZEL  Clerk 


Warren  County,  ss. 

Recorded  on  the  26th  day  of 
July  1920,  at  4:45  o’clock  p.m., 
in  Liber  89  of  Mortgages,  at 
page  125  and  examined. 

E.  C.  SISSON  Clerk 


State  of  New  York, 

Madison  County  Clerk’s  Office,  ss 

Recorded  on  the  27th  day  of  july, 
1920,  AT  9 :30  o’clock  a.m.  in 
LIBER  156-a  op  mortgages  at  page 
102  AND  EXAMINED. 

LEONARD  L.  SAUNDERS  Clerk 


Schoharie  County,  ss. 

Recorded  on  the  27th  day  op  july, 
1920  AT  12  o’clock  m  in  book  87 
OP  MTGS.  AT  PAGE  130  AND  EXAMINED. 


BLANCHE  HUNTER  BORST  Clerk 


4 


f 


149 


THIS  FIRST  SUPPLEMENTAL  INDENTURE  dated 
the  twenty- third  day  of  July,  1920,  by  and  between  the 
Adirondack  Power  and  Light  Corporation,  a  corpora¬ 
tion  duly  organized  and  existing  under  the  laws  of  the 
State  of  New  York,  party  of  the  first  part  (hereinafter 
called  the  “Company”),  and  Guaranty  Trust  Company 
OF  New  York,  a  corporation  organized  and  existing  under 
the  laws  of  the  State  of  New  Y^ork  and  having  its  prin¬ 
cipal  place  of  business  in  the  Borough  of  Manhattan,  City 
of  New  York,  party  of  the  second  part  (hereinafter  called 
the  “Trustee”), 

WITNESSETH  THAT 

Whereas  under  date  of  March  1,  1920,  the  Company 
executed  to  the  Trustee  a  certain  indenture  of  mortgage 
or  deed  of  trust  to  secure  an  issue  of  first  and  refunding 
mortgage  gold  bonds,  unlimited  as  to  principal  amount  out¬ 
standing  at  any  one  time,  which  indenture  has  been  or  is 
presently  to  be  recorded  in  the  offices  of  the  County  Clerks 
of  the  following  counties  in  the  State  of  New  York,  namely, 
Albany,  Fulton,  Herkimer,  Madison,  Montgomery,  Oneida, 
Rensselaer,  Saratoga,  Schenectady,  Schoharie,  Warren 
and  Washington;  and 

Whereas  in  and  by  said  indenture  of  mortgage  or  deed 
of  trust  the  Company 'granted,  bargained,  sold,  conveyed, 
transferred,  assigned,  remised,  released,  mortgaged,  set 
over  and  confirmed  unto  the  Trustee,  its  successors  and 
assigns,  all  the  real  and  personal  property,  franchises  and 
privileges  then  owned  or  thereafter  acquired  by  the  Corn- 


First 

Supplemental 

Indenture. 


150 


Acquisition 

of  Adirondack 

Electric 

Power 

Corporation 

properties. 


pany  (excepting,  however,  any  and  all  shares  of  stock  and 
other  certificates  or  evidences  of  interest,  and  bonds,  notes 
and  other  evidences  of  indebtedness,  of  any  person,  firm, 
corporation  or  association,  and  the  interest  and  indebt¬ 
edness  represented  thereby,  which  are  not  specifically  em¬ 
braced  in  said  mortgage  or  in  an  indenture  supplemental 
thereto  or  actually  deposited  with  the  Trustee)  ;  and 
further  agreed  to  do,  make,  acknowledge  and  deliver  all 
and  every  such  acts,  deeds  and  assurances  as  may  be  rea¬ 
sonably  required  by  the  Trustee  for  subjecting  to  the  lien 
of  said  mortgage  or  deed  of  trust  any  property  thereafter 
acquired  by  it ;  and 

Whereas  the  Company  has  since  the  execution  and 
delivery  of  said  indenture  of  mortgage  or  deed  of  trust 
acquired  all  the  works,  systems,  franchises,  property  and 
other  assets  of  the  Adirondack  Electric  Power  Corpora¬ 
tion;  and 

Whereas  the  Trustee,  under  and  by  virtue  of  section  3 
of  article  IX  of  said  indenture  of  mortgage  or  deed  of  trust 
has  requested  the  Company  to  make,  acknowledge  and 
deliver  to  the  Trustee  a  supplemental  mortgage  or  deed 
of  trust  conveying  all  the  works,  systems,  franchises,  prop¬ 
erty  and  other  assets  of  the  Adirondack  Electric  Power 
Corporation  acquired  by  the  Company  since  the  execution 
and  delivery  of  said  indenture  of  mortgage  or  deed  of  trust ; 
and 

Whereas  the  Company  by  due  action  of  its  board  of 
directors  has  duly  resolved  to  make  this  supplemental 
mortgage  or  deed  of  trust  upon  its  property,  and  the  writ¬ 
ten  consent  of  stockholders  owning  at  least  two-thirds  ( % ) 
of  the  capital  stock  of  the  Company  has  been  duly  given 
to  the  execution  and  delivery  hereof,  and  a  certificate  under 
the  seal  of  the  Adirondack  Power  and  Light  Corporation 
that  such  consent  was  so  given,  subscribed  and  acknowl- 


151 


edged  by  the  Vice-President  and  Secretary  of  the  Com¬ 
pany,  a  duplicate  original  of  which  certificate  is  hereto 
annexed,  will  be  filed  and  recorded  simultaneously  with  the 
recording  of  this  indenture  in  the  office  of  the  County  Clerk 
of  the  County  of  Schenectady,  New  York,  that  being  the 
county  in  which  the  Company  has  its  principal  place  of 
business;  and 

Whereas  the  Public  Service  Commission  in  the  Sec¬ 
ond  District  of  the  State  of  New  York  has  duly  authorized 
the  execution  of  this  supplemental  mortgage  or  deed  of 
trust  and  has  approved  the  form  hereof, — 

Now^  THEREFORE,  in  Consideration  of  the  premises  and  Granting 

cliiusc 

of  one  dollar  and  other  valuable  consideration  to  it  paid 
by  the  Trustee,  the  receipt  whereof  is  hereby  acknowledged, 
the  Company  has  granted,  bargained,  sold,  conveyed,  trans¬ 
ferred,  assigned,  remised,  released,  mortgaged,  set  over  and 
confirmed,  and  by  these  presents  does  grant,  bargain,  sell, 
convey,  transfer,  assign,  remise,  release,  mortgage,  set 
over  and  confirm  unto  the  Trustee,  its  successors  and  as¬ 
signs,  all  the  real  and  personal  property,  franchises  and 
privileges  now  owned  by  the  Company  and  which  were 
acquired  by  it  since  the  delivery  and  execution  of  said 
indenture  of  mortgage  or  deed  of  trust,  including  particu¬ 
larly,  and  without  restricting  the  generality  of  the  fore¬ 
going,  all  the  property,  rights,  titles  or  interests  of  the 
Company  formerly  owned  by  the  Adirondack  Electric 
Power  Corporation,  more  fully  described  in,  and  conveyed 
by,  a  deed  by  the  Adirondack  Electric  Power  Corporation 
to  the  Adirondack  Power  and  Light  Corporation,  of  even 
date  herewith,  and  recorded,  or  to  be  recorded,  among 
other  places,  in  the  offices  of  the  Clerks  of  the  Counties 
of  Albany,  Fulton,  Herkimer,  Madison,  Montgomery, 
Oneida,  Rensselaer,  Saratoga,  Schenectady,  Schoharie, 
Warren  and  Washington  in  the  State  of  New  York. 


152 


Description : 

Adirondack 

Electric 

Power 

Corporation 

properties. 


The  property  conveyed  hereby  comprises,  among  other 
things,  three  hydro-electric  plants  with  their  appurtenant 
water  rights,  one  steam  plant,  two  gas  plants,  and  certain 
transmission  lines,  sub-stations  and  distribution  systems, 
all  with  their  appurtenant  franchises  and  auxiliary  ap¬ 
paratus,  substantially  as  follows: 


Spier  Falls  hydro-electric  plant.  On  the  Hudson  River  about 
twelve  miles  above  Glens  Falls.  Masonry  dam,  steel  pen¬ 
stocks,  brick  and  steel  power  house  on  concrete  foundation, 
installed  generating  capacity  of  approximately  14,650  kilo¬ 
watts  and  auxiliary  apparatus. 

Mechanicville  hydro-electric  plant.  On  the  Hudson  River 
about  twenty  miles  above  Albany.  Concrete  dam,  brick  and 
steel  power  house  on  concrete  foundation,  concrete  penstocks, 
installed  generating  capacity  of  approximately  5450  kilo¬ 
watts  and  auxiliary  apparatus. 

Schoharie  hydro-electric  plant.  On  Schoharie  Creek,  about 
seven  miles  southwest  of  Amsterdam.  Masonry  dam;  steel 
penstocks;  brick  and  steel  power  house,  wood  roof,  concrete 
foundations ;  installed  generating  capacity  of  approximately 
1300  kilowatts  and  auxiliary  apparatus. 

Utica  steam  plant.  At  Utica.  Brick,  steel  and  concrete 
buildings,  installed  generating  capacity  of  approximately 
6,000  kil<iwatts  and  auxiliary  apparatus. 

Transmission  Lines: 

Amsterdam  to  Little  Falls,  Little  Falls  to  Utica,  Utica  to 
Clark’s  Mills,  Clark’s  Mills  to  Oneida,  Glens  Falls  to  Spier 
Falls,  Spier  Falls  to  Ballston,  Saratoga  Tap,  Ballston  to 
Newtown,  Ballston  to  Alplaus,  Alplaiis  to  Newtown,  New¬ 
town  to  Watervliet,  Newtown  to  Mechanicville,  Ballston  to 
Amsterdam,  Mechanicville  to  Watervliet,  Watervliet  to  Troy, 
Watervliet  to  No.  Albany,  Watervliet  to  Ludlum  Steel  Co., 
D.  &  H.  Plant  to  Mechanicville,  Watervliet  to  Arsenal, 

.  Schoharie  to  Amsterdam,  Oneida  to  Canastota. 

Sub-stations: 

Amsterdam.  Approximately  11,550  kilowatts  capacity. 
Little  Falls.  Building  not  owned  by  Company.  Approxi¬ 
mate]}'^  750  kilowatts  capacity. 

Mohawk.  Building  not  owned'by  Company.  Approximately 
1200  kilowatts  capacity. 


153 


Frankfort.  Building  not  owned  by  Company.  Approxi¬ 
mately  1500  kilowatts  capacity. 

Utica.  In  steam  plant.  Approximate! 3"  950  kilowatts  ca¬ 
pacity. 

Oneida.  Approximately  825  kilowatts  capacity. 

Glens  Falls.  Approximatety  3050  kilowatts  capacity. 
Saratoga.  Approximately  1370  kilowatts  capacity. 

Ballston.  Approximatety  900  kilowatts  capacit3^ 
Watervliet.  Approximatety  18,000  kilowatts  capacity. 

Lake  George.  Building  not  owned  by  Compan3\  Approxi¬ 
matety  75  kilowatts  capacity\ 

Oriskanj".  Building  not  owned  bj"  Compain".  Approxi¬ 
mately  600  kilowatts  capacity. 

Canastota.  Approximatety  300  kilowatts  capacity. 

Sherrill.  Building  not  owned  b}^  Company.  Approximatety 
1248  kilowatts  capacity. 

Distrihiition  Systems: 

In  Glens  Falls,  Saratoga,  Ballston,  Lake  George,  Watervliet, 
Cohoes,  Amsterdam,  Oneida,  Canastota,  Oriskany,  Wamp- 
ville,  Frankfort,  Mechanicville. 

Saratoga  Gas  Plant.  In  Saratoga.  Brick  buildings  with  wood 
or  slate  roofs,  water  gas  installation.  Oil  tanks  60,000  gallon 
capacity;  one  30,000  cubic  foot  and  one  50,000  cubic  foot 
steel  tank;  one  50,000  cubic  foot  and  one  60,000  cubic  foot 
masoniy  tank  in  brick  house. 

O^ieida  Gas  Plant.  In  Oneida.  Brick  buildings,  coal  gas  in¬ 
stallation.  One  26,000  cubic  foot  and  one  100,000  cubic  foot 
holder. 

Gas  Distribution  Systems: 

In  Saratoga  and  Oneida. 

Together  with  all  and  singular  the  lands,  rights  of  way, 
plants  for  the  manufacture  and  generation  of  gas  and  elec¬ 
tricity,  easements,  franchises,  leases,  contracts,  buildings, 
dams,  water  rights,  flowage  rights  and  riparian  rights,  sub¬ 
stations,  machinery  of  every  kind,  poles,  wires,  transmis¬ 
sion  systems,  mains,  pipes,  distributing  systems  and  all 
other  steam,  electrical,  gas  and  mechanical  apparatus,  to¬ 
gether  with  tools,  fixtures,  supplies,  equipment,  materials, 
works  and  all  other  things  in  anywise  belonging  to  or  ap¬ 
purtenant  to,  forming  a  part  of,  or  used  or  intended  to  be 
used  for  or  in  connection  with,  any  of  the  property  afore- 


154 


said,  and  whether  now  owned  or  hereafter  acquired  by  the 
Company,  and  all  rights  to  compensation  upon  the  termi¬ 
nation  in  any  manner  of  public  grant,  and  all  rights,  priv¬ 
ileges,  immunities,  franchises  and  property  of  the  Com¬ 
pany  of  every  name  and  nature. 

Expressly  excepting  and  reserving,  however,  from  the 
property  hereinbefore  mentioned  or  described  as  being  con¬ 
veyed  hereby,  any  and  all  shares  of  stock  and  other  certifi¬ 
cates  or  evidences  of  interest,  and  bonds,  notes  and  other 
evidences  of  indebtedness,  of  any  person,  firm,  corporation 
or  association,  and  the  interest  and  indebtedness  repre¬ 
sented  thereby,  which  are  not  specifically  embraced  in  an 
indenture  supplemental  to  the  aforesaid  indenture  of 
mortgage  or  deed  of  trust  or  actually  deposited  with  the 
Trustee. 

To  HAVE  AND  TO  HOLD  all  and  singular  the  property 
aforesaid,  the  rights,  privileges,  franchises  and  immuni¬ 
ties  aforesaid,  and  all  property  which  shall  become  subject  , 
to  this  indenture,  unto  the  Trustee,  its  successors  and  as¬ 
signs  in  the  trust  hereof,  to  its  and  their  own  use  and 
behoof  forever ;  but  in  trust,  nevertheless,  for  the  equal 
pro  rata  benefit  of  the  holders  of  the  bonds  certified,  issued 
and  to  be  issued  under  said  indenture  of  mortgage  or  deed 
of  trust  dated  March  1,  1920,  and  upon  and  for  the  trusts, 
uses  and  purposes  and  subject  to  all  the  covenants,  condi¬ 
tions  and  provisions  therein  set  out,  and  otherwise  in  all 
respects  as  provided  in  said  indenture  of  mortgage  or  deed 
of  trust,  reference  to  which  is  hereby  made. 

This  indenture  shall  bear  date  of  the  twenty-third  day 
of  July,  1920,  and  shall  be  valid  and  effectual  from  that 
date,  although  executed  on  July  27,  1920. 

In  'WITNESS  WHEREOF  Adirondack  Power  and  Light  Cor¬ 
poration  has  caused  this  indenture  to  be  executed  in  its 
name  and  behalf  by  its  Vice-President  and  its  Treasurer 


155 


thereto  duly  authorized,  and  its  corporate  seal  to  be  af¬ 
fixed  and  attested  by  its  Treasurer,  and  Guaranty  Trust 
Company  of  New  York  in  token  of  its  acceptance  hereof 
has  caused  this  indenture  to  be  executed  in  its  name  and 
behalf  by  a  Vice-President  and  an  Assistant  Secretary  and 
its  corporate  seal  to  be  affixed  and  attested  by  an  Assistant 
Secretary  under  date  of  the  day  and  year  first  above 
written. 

Executed  in  fourteen  original  parts. 


[Corporate 

Seal] 


ADIRONDACK  POWER 
AND  LIGHT  CORPORATION, 


By 


and  by 


ELMER  J.  WEST, 

Vice-President, 

DARIUS  E.  PECK, 

Treasurer. 


Attest: 

Darius  E.  Peck, 

Treasurer. 


[Corporate 

Seal] 


GUARANTY  TRUST  COMPANY 
OF  NEW  YORK, 


and  by 


F.  J.  II.  SUTTON, 

Vice-President, 

E.  P.  DAVIS, 
Assistant  Secretary. 


Attest : 

E.  P.  Davis, 

Assistant  Secretary. 


156 


State  op  New  York 
CouNTT  OP  Schenectady 


Acknowledg¬ 
ment  by 
Company, 
Supplemental 
indenture. 


On  the  27tli  day  of  July  in  the  year  1920/  before 
me  personally  came  Elmer  J.  West  and  Darius  E.  Peck, 
to  me  known,  who  being  by  me  duly  and  severally  sworn 
did  depose  and  say  that  they  reside  in  the  City  of  Glens 
Falls  and  the  City  of  Schenectady,  N.Y.,  respectively, 
that  they  are  the  Vice-President  and  Treasurer  respec¬ 
tively  of  the  Adirondack  Power  and  Light  Corpora¬ 
tion,  the  corporation  described  in  and  which  executed 
the  above  instrument ;  that  they  know  the  seal  of  the  said 
corporation;  that  the  seal  affixed  to  said  instrument  is 
such  corporate  seal ;  that  it  was  so  affixed  by  order  of  the 
Board  of  Directors  of  said  corporation ;  and  that  they 
signed  their  names  thereto  by  like  order. 


[Notarial 

Seal] 


[Certificate  of  County  Clerk  of  Sche¬ 
nectady  County,  dated  August  3, 
1920,  authenticating  notary’s  certi¬ 
ficate]. 


GEOEGE  C.  HOLLISTER, 

'Notary  Puhlic. 


157 


State  op  New  York  ) 

V  ss 

County  of  New  York  ) 

On  tliis  :29tli  day  of  July  in  the  year  1920,  before  me 
personally  came  F.  J.  H.  Sutton  and  E.  P.  Davis,  to  me 
known,  who  being  by  me  duly  and  severally  sworn  did 
depose  and  say  that  they  reside  in  New  York  City  and  in 
Queens  County,  Prooklyn,  N.Y.,  respectively;  that  they 
are  the  Vice-President  and  Assistant  Secretary  respec¬ 
tively  of  Guaranty  Trust  Company  of  New  York,  the  cor¬ 
poration  \lescribed  in  and  which  executed  the  above  instru¬ 
ment;  that  they  know  the  seal  of  the  said  corporation;  that 
the  seal  affixed  to  said  instrument  is  such  corporate  seal ; 
that  it  was  so  affixed  by  order  of  the  Board  of  Trustees 
of  said  corporation;  and  that  they  signed  their  names 
thereto  by  like  order. 

[Notarial 

Seal] 


Bronx  Co.  Clk’s  No.  64,  Reg.  No.  2157 
N.Y.  Co.  Clerk’s  No.  341,  Reg.  No.  1391 
Commission  expires  March  30,  1921 


JOHN  A.  LYON, 

Notary  Public. 


Acknowledg¬ 
ment  by 
Trustee, 
Supplemental 
Indenture. 


[Certificate  of  County  Clerk  of  New 
York  County,  dated  July  29,  1920, 
authenticating  notary’s  certificate]. 


158 


Certificate  of 
consent  of 
stockholders, 

■  Supplemental 
’  indenture. 


Certificate  op  Consent  of  Stockholders. 

We,  Elmer  J.  West,  Vice-President,  and  Darius  E. 
Peck,  Secretary,  of  the  Adirondack  Power  and  Light  Cor¬ 
poration,  a  corporation  organized  and  existing  under  the 
laws  of  the  State  of  New  York,  having  its  principal  place 
of  business  in  the  City  of  Schenectady,  County  of  Schenec¬ 
tady,  State  of  New  York,  hereby  certify  that  the  holders 
of  all  the  capital  stock  of  the  said  Adirondack  Power  and 
Light  Corporation  have  given  their  consent  to  the  first  sup¬ 
plemental  indenture  made  and  executed  by  the  said  corpo¬ 
ration  to  the  Guaranty  Trust  Company  of  New  York,  as 
Trustee,  bearing  date  the  twenty-third>  day  of  July,  1920, 
and  that  such  consent  was  given  by  such  stockholders  in 
writing,  pursuant  to  the  provisions  of  Section  6  of  the 
Stock  Corporation  Law,  which  writing  was  signed  and 
acknowledged  by  all  of  said  stockholders  and  is  in  the  fol¬ 
lowing  form,  viz : 

We,  the  undersigned  stockholders  of  the  Adiron¬ 
dack  Power  and  Light  Corporation,  a  stock  corpora¬ 
tion  organized  and  existing  under  and  by  virtue  of  the 
laws  of  the  State  of  New  York,  and  being  all  the  stock- 
liolders  of  said  corporation  and  owning  all  of  the  out¬ 
standing  capital  stock  of  said  corporation, 

Do  HEREBY  CONSENT  that  Said  Corporation  may 
make,  execute  and  deliver  a  supplemental  indenture  of 
mortgage  or  deed  of  trust,  dated  the  twenty-third  day 
of  July,  1920,  to  Guaranty  Trust  *  Company  of  New 
York,  as  Trustee,  upon  all  the  property,  rights  and 
franchises  of  the  corporation  acquired  since  the  exe¬ 
cution  and  delivery  of  its  mortgage  or  deed  of  trust  to 
Guaranty  Trust  Company  of  New  York  dated  March 
1,  1920,  and  prior  to  the  actual  delivery  of  such  sup¬ 
plemental  indenture,  and  including  particularly  all 
the  property,  rights,  titles  or  interests  now  or  formerly 
owned  by  the  Adirondack  Electric  Power  Corpora- 


159 


TiON,  with  the  exceptions  therein  stated.  Such  sup¬ 
plemental  indenture  of  mortgage  or  deed  of  trust  shall 
be  supplemental  to  the  aforesaid  mortgage  or  deed  of 
trust  dated  March  1,  1920.  And  said  supplemental 
indenture  of  mortgage  or  deed  of  trust  may  be  in  sub¬ 
stantially  the  form  of  tlie  printed  draft  filed  with  the 
Secretary  and  identified  by  his  endorsement  thereon 
as  follows :  ‘‘Draft  of  first  supplemental  indenture 
submitted  to  stockholders  for  their  consent.  Attest, 
Darius  E.  Peck,  Secretary,”  or  in  any  other  form 
which  the  Board  of  Directors  may  approve. 

We  further  certify  that  the  first  supplemental  indenture 
wliich  has  been  made  and  executed  as  aforesaid,  dated  the 
twenty-third  day  of  July,  1920,  is  in  the  form  of  the  draft 
filed  with  the  Secretary  referred  to  in  the  foregoing 
consent. 

In  witness  whereof  the  seal  of  the  Adirondack  Power 
and  Light  Corporation  has  been  hereto  affixed  and  we,  the 
said  Vice-President  and  Secretary,  have  subscribed  and 
acknowledged  this  certificate  tlie  2d  day  of  August, 


1920. 


[Corporate 

Seal] 


ELMER  J.  WEST, 


Vice-President. 


DARIUS  E.  PECK, 

Secretary. 


160 


State  of  New  York 
County  of  Schenectady 


ss. 


Elmer  J.  West  and  Darius  E.  Peck,  being  severally 
sworn,  depose  and  say,  each  for  himself,  that  the  said 
Elmer  J.  West  is  the  Vice-President  and  the  said  Darius 
E,  Peck  is  the  Secretary  of  the  Adirondack  Power  and 
Light  Corporation ;  that  they  know  the  seal  of  said  cor¬ 
poration  ;  that  the  seal  affixed  to  the  foregoing  instrument 
is  such  corporate  seal;  and  that  it  was  so  affixed  by  au¬ 
thority  of  the  Board  of  Directors  of  said  corporation. 


ELMER  J.  WEST 
DARIUS  E.  PECK 


Subscribed  and  sworn  to  before  me  this  2d  day  of 
August,  1020. 

[Notarial  H.  C.  HAMMER, 

Seal]  Notary  Public, 

Schenectady  County,  New  York. 


161 


State  of  New  York 
County  of  Schenectady 


ss. 


On  this  2(1  day  of  August,  1920,  before  me  personally 
came  Elmer  J.  West  and  Darius  E.  Peck,  to  me  known  and 
known  to  me  to  be  tlie  Vice-President  and  Secretary,  re¬ 
spectively,  of  the  Adirondack  Power  and  Light  Corpora¬ 
tion,  and  the  persons  described  in  and  who  made  and 
signed  the  foregoing  certificate,  and  severally  duly  ac¬ 
knowledged  to  me  that  they  had  made,  signed  and  executed 
the  same  for  the  uses  and  purposes  therein  set  forth. 


[Notarial 

Seal] 


H.  C.  HAMMER, 
Notary  Public, 
Schenectady  Co.,  N.Y. 


[Certificate  of  County  Clerk  of  Sche¬ 
nectady  County,  dated  August  3, 
1920,  authenticating  notary’s  certi¬ 
ficate]. 


162 


State  of  IS^ew  York 
County  op  Schenectady 


ss. 


Affidavit  of 
exemption 
under  tax 
law,  Sup- 
Ill  einental 
indenture. 


Darius  E.  Peck,  being  duly  sworn,  deposes  and  says, 
that  he  is  the  Treasurer  of  tlie  Adirondack  Power  and 
Liglit  Corporation;  that  the  foregoing  first  supplemental 
indenture  of  mortgage  or  deed  of  trust  dated  July  23,  1920, 
by  and  between  Adirondack  Power  and  Light  Corpora¬ 
tion  and  Guaranty  Trust  Company  of  New  York,  is  sup¬ 
plemental  to  the’ mortgage  or  deed  of  trust  dated  March 
1,  1920,  between  the  same  parties,  heretofore  recorded 
in  the  offices  of  the  County  Clerks  of  the  following 
counties  in  the  State  of  New  York,  namely,  Albany, 
Fulton,  Herkimer,  Madison,  Montgomery,  Oneida,  Rens¬ 
selaer,  Saratoga,  Schenectady,  Schoharie,  Warren  and 
Washington,  on  which  mortgage  or  deed  of  trust  all  taxes 
accrued  under  Article  XI  of  the  Tax  Law  of  the  State 
of  New  York  have  been  paid;  that  the  said  supplemental 
indenture  is  made  and  is  to  be  recorded  pursuant  to  the 
provisions  or  covenants  of  Section  3  of  Article  IX  of  said 
mortgage  or  deed  of  trust  dated  March  1,  1920,  and  im¬ 
poses  the  lien  of  the  said  mortgage  or  deed  of  trust  upon 
property  not  originally  covered  by  or  not  described  in  such 
recorded  primary  mortgage,  for.  the  purpose  of  securing 
the  principal  indebtedness  which  is  or  under  any  con¬ 
tingency  may  be  secured  by  such  recorded  primary  mort¬ 
gage;  that  the  said  supplemental  indenture  creates  or 
secures  no  new  or  further  indebtedness  or  obligation  other 
than  the  principal  indebtedness  or  obligation  secured  by 
or  which  under  any  contingency  may  be  secured  by  the 
recorded  primary  mortgage;  and  that  upon  the  basis  of 


163 


these  facts  exemption  is  hereby  claimed  under  Section  255 
of  the  Tax  Law  of  the  State  of  New  York. 

DARIUS  E.  PECK, 

Treasurer. 


Subscribed  and  sworn  to  before  me  this  27th  day  of  July, 
1920. 


GEORGE  C.  HOLLISTER, 

Notary  Public. 


First  Supplemental  Indenture  Recorded: 


County 

Date 

Hour 

Book  of 
Mortgages 

Page 

Schenectady 

August  3, 1920 

11 :27  A.M. 

244 

361 

Montgomery 

August  4, 1920 

9 :00  A.M. 

160 

103 

Saratoga 

August  4, 1920 

11 :39  A.M. 

224 

169 

Fulton 

August  4, 1920 

2 :35  p.M. 

129 

110 

Warren 

August  4, 1920 

3  :00  P.M. 

89 

222 

Albany 

August  4, 1920 

3  :20  p.M. 

657 

154 

Rensselaer 

August  4, 1920 

3 :30  p.M. 

401 

330 

Washington 

August  5, 1920 

10 :51  A.M. 

131 

491 

Schoharie 

August  5, 1920 

5 :00  p.M. 

87 

191 

Herkimer 

August  6, 1920 

9 :00  A.M. 

176 

207 

Oneida 

August  6, 1920 

10  :30  A.M. 

506 

378 

Madison 

August  6, 1920 

1 :00  p.M. 

159 

358 

S’ 


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INDEX 

(Not  Part  of  Indenture) 


See  also  Table  of  Contents  following  title  page. 
“S”  indicates  First  Supplemental  Indenture. 


PAGE 

Acceptance  of  trust . 117 

Accounts,  method  of  keeping .  58 

Acquired  plant  or  system  defined. .  .  .134 

Additional  property .  49 

Amount  defined  .  54 

Cost  .  54 

Definition  . 49,  50,  55 

Disconnected  property .  53 

Franchises,  how  far  included ..  53,  54 

Gas  properties .  53 

Issue  of  bonds  for . 48,  G6 

Lien  upon  . 55,  66 

Limitations  on  certain  kinds....  52 


Adirondack  Electric  Power  Corpora¬ 
tion,  acquisition  of  .49,  70, 131, 150  (S)' 

Arbitration . 57,  125 

Authorization  of  bonds  and  mort¬ 
gages . 1,  14,  150  (S) 

Authorized  amount  of  bonds . 28 

Bondholders 

Control  of  Trustee  by. .  .105, 110,  111 

Future  bondholders  . 117 

Proof  of  action  by . 116 

Right  to  sue . Ill 

Trustee  the  agent  and  attorney  of.l24 
Waiver  of  certain  liabilities . 115 


Bonds  (see  also  Issue  of  bonds) 
Additional  (see  Issue  of  bonds) 

Authorized  amount  .  28 

Call  and  redemption .  78 

Series  of  6s  due  1950 .  31 

Other  series  .  32 

Certification  . 42,  58,  67,  74,  75 

When  Company  in  default . 43 

Changes  in  text  .  28 

Coupon  (see  Coupon  bonds) 

Covenant  to  pay .  80 

Currency  in  which  payable .  33 

Date  . . 30, 135 

Denominations  .  30 

Designation  . 2,  137 

Destroyed  .  45 

Endorsements  . . 29,  36-38 

Escrow  (see  Issue  of  bonds) 

Exchange  . 40,  41 

Execution  .  41 


PAGE 

Bonds  (cont.) 

Foreign  money  . 29,  33 

Form  of  coupon  bonds.  Series  of 

6s  due  1950 . 3 

Form  of  registered  bonds.  Series 

of  6s  due  1950... .  9 

Form  of  bonds  in  general .  28 

Independent  security  . 136 

Income  tax 

Series  of  6s  due  1950 . 4,  10 

Other  series  .  29 

Initial  issue  (see  Issue  of  bonds) 
Interest  rate 

Series  of  6s  due  1950 .  31 

Other  series  . 30,  32 

Language  . 28 

Lost  .  45 

Maturities  . 30,  32,  105 

Mutilated,  lost  or  destroyed . 45 

Numbering  .  35 

Reacquired  .  46 

Refunding  (see  Issue  of  bonds) 
Registered  (see  Registered  bonds) 
Reservation  against  small  de¬ 
nominations  .  35 

Secured  at  execution  of  inden¬ 
ture  . 137 

Series 

6s  due  1950 — characteristics ...  31 

Other  series  .  30 

Characteristics  .  32 

Due  dates .  32 

Interchangeability  . 40 

Subsequent  issues  (see  Issue  of 
bonds) 

Temporary  . 44 

Text  and  changes  .  28 

Transfer  of  registered  bonds... 89,  41 

Call  and  redemption  of  bonds 

Changes  regarding  . 29 

Series  of  6s  due  1950 . 31,  78 

Other  series  . 32‘,  78 

Certificates  (see  also  Trustee,  cer¬ 
tification  of  bonds  by) . ..136 


Consolidation  and  merger . 127 

Construction  clause  (see  Additional 
property) 

Construction  of  indenture . 137 

Coupon  bonds 

Covenant  not  to  extend  coupons . .  80 


166 


PAGE 

Coupon  bonds  (cont.) 

Endorsement  on  .  36 

Form  of,  Series  of  6s  due  1950 ...  3 

Numbering  . .  35 

Registration  . 39,  41 

Covenants  of  Company 

Assurance,  further .  82 

Bonds,  to  pay .  80 

Bonds,  issue  of .  94 

Books,  to  keep .  92 

Carry  on  business .  85 

Contracts,  to  perform .  88 

Coupons,  not  to  extend . 80 

1  )efault,  payments  in  event  of,  113, 114 

Divisional  lien  bonds . 81,  84,  85 

Franchises,  to  preserve . 88 

Further  assurances .  82 

Insurance  .  88 

Interest,  not  to  extend . 80 

Leases  .  88 

Liens  .  85 

Maintenance  of  property .  86 

Offices  .  93 

Pay  principal  and  interest . 80 

Property,  disposal  of . 85 

Recording  .  92 

Reports  . 87,  93 

Taxes  .  82 

Title  .  81 

Waste  .  85 


PAGE 

Definitions  (cont.) 

“This  indenture,”  etc. , 

“Treasurer”  . . 

. 134 

“Trustee”  . . 

. 133 

Designation  of  bonds.... 

. 2,  137 

Discharge  of  mortgage-.  •. 

. 132 

Divisional  lien  bonds 

Amount  restricted  . . . , 

. 68,  69,  84 

Cancellation  of  . 

.  71 

Proof  of  . 

.  73 

Covenants  as  to . 

. 81,  84 

Definition  . 

. 134 

Deposit  with  Trustee. . 

.  71 

Discharge  of  undeposited . 72 

Escrow  bonds  (see  Issue  of  bonds) 

Form  of  bonds . 

. 3,  9,  28 

Foreclosure  . 

. 106,  109 

Franchises . 

.50,  53,  54,  88 

Granting  clause . 

...14,  151  (S) 

,  Exceptions  . 

. .  .15,  154  (S) 

Habendum  . 

. . 27 

Herein — defined . 

. . 133 

Income  tax 

Series  of  6s  due  1950. 

. 4,  10 

Other  series . . 

.  29 

Declaration  of  trust .  27 

Default  of  Company 

Events  of  def anlt . 103, 104 

Remedies  on  default . 105 

Control  of  remedies  by  bond¬ 
holders  . 105,110,111 

Declaring  principal  due . 105 

Deficiency  judgment  .....  .113, 114 

Enforcement  of  covenants . 114 

Entry  . 105 

Foreclosure  . 109 

Receiver  . 109 

Remedies  cumulative  . 109 

Sale  . 106,112,113 

Waiver  of  default . 110 

Definitions  . 133 

“Acquired  plant  or  system” . 134 

“Additional  property”  ....49,  50,  55 
“Amount  of  additional  property”  54 

“Company”  . 133 

“Divisional  lien” . 68,134 

“Divisional  lien  bonds” . 68, 134 

“Herein,”  etc . 133 

“Mortgaged  property” . 133 

“Net  earnings” .  56 


“Refundable  divisional  lieu” ..  68, 134 
“Refundable  divisional  lien  bonds” 

68, 134 


Indenture 

Construction  . 137 

Date  . 135 

Discharge  . 132 

Name,  change  of . 137 

Supplemental 

By  Company  . . 135 

By  Successor  Company . 128 

Insurance 

Covenant  to  insure . 88 

Release  of  insurance  moneys ....  90 

Self  insurance  .  89 

Trustee  may  insure . 91 


Issue  of  bonds 

Against  divisional  lien  property,.  66 
(See  also  Article  IV  in  Table 
of  Contents) 

Adirondack  Electric  Power  Cor¬ 
poration  .  70 

Certification,  conditions  prece¬ 
dent  .  67 

Divisional  series 

Covered  by  withholding  bonds  67 

Covered  by  cash . 67 

Refundable  divisional  liens 

defined  . 68,134 

Exceptions  and  limitations..  .68-70 
Kanes  Falls  Electric  Company.  70 


167 


PAGE 

Issue  of  bonds  (cont.) 

Against  first  lien  property 

(See  also  Additional  Property)  48 


(See  also  Article  III  in  Table 
of  Contents) 

Certification,  conditions  prece¬ 
dent  . 58 

Net  earnings  requirement . 55 

Ratio  of  bonds  to  property _ 48 

Against  money  .  75 

Amount  limited  .  77 

Certification,  conditions  prece¬ 
dent  .  75 

Repayment  of  deposit .  76 

Against  property  prior  to  Mar.  1, 

1920  .  47 

For  refunding  purposes 

Bonds  refundable . 68,  73 

Certification,  conditions  prece¬ 
dent  .  74 

Initial  issue.  Series  of  6s  due  1950  47 

Aggregate  amount  . 31,  47 

Designation  and  terms . 31 

Numbering  .  47 

Subsequent  issues 

Maturity  .  32 

Series  and  terms .  32 

Successor  Company,  by . 130,131 

Kanes  Falls  Electric  Company 


Maintenance  . 63,  86 

Merger  . 127-132 


Moneys  deposited  with  Trustee 
Against  divisional  lien  bonds....  71 
Against  issue  of  bonds  (see  also 
Issue  of  bonds  against  money)  76 


Against  releases . 101, 103 

Insurance  money  .  90 

Insurance  reserves  . .  89 

'Mortgaged  property  (see  Property 
mortgaged) 

Name  of  bonds . 2,  137 

Net  earnings . 55,  56,  63 

Acquired  plant  or  system  included  58 

Certificate  .  63 

Definition  .  56 

Determination  .  56 

Not  to  affect  bookkeeping .  58 

Renewals  and  replacements  al¬ 
lowance  .  56 

Re-determination  .  57 

Officers 

Certificates  by  . 136 


43,  64,  99,  etc. 


PAGE 

Possession  of  mortgaged  property  ....  79 

Property  mortgaged  (see  also  Addi¬ 
tional  property ;  see  also  Sale 
of  mortgaged  property) 


Excepted  property . 27,  1.54  (S) 

Definition  . 133 

Description . 15-26,  152  (S) 

Disposal  of  .  85 

Miscellaneous  .  26 

Possession  and  use  until  default  79 
Securities  in  general  not  included  26 

Receiver . 103,  109 

Recording  data . 145,  163  (S) 

Redemption  (see  Call  and  redemp¬ 
tion  of  bonds) 

Refundable  divisional  liens 
Defined  . 68,  70,  134 

Registered  bonds  without  coupons 

Endorsement  .  37 

Form  of  .  ,9 

Interest  from  what  date .  37 

Issue  .  36 

Numbering  .  38 

•  Payment  to  registered  holder _ 40 

Rights  of  holder .  46 

Transfer  . 14,  39,  41 

Release  of  mortgaged  property . 94 

Renewals  and  replacements . 56 

Re-determination  .  57 

Reports 

Covenant  by  Company  to  make  87,  93 

Sale  of  mortgaged  property 

After  default  . 97,  99, 106 

Before  default . 94,  97 

By  receiver  . 100 

By  Successor  Company . 132 

Duty  of  purchaser . 102 

Stock  exchange  requirements .  29 

Successor  Company 

Issue  of  bonds  by . 130 

Conditions  precedent  . 131 

Sale  by  . 132 

Substitution  of . 129 

Supplemental  indenture  by . 128 

Supplemental  indentures . 128,  135 


First  Supplemental  Indenture.  •  .149  (S) 
Taxes 

Changes  regarding 


i 


Opinion  of  counsel 


29 


168 


PAGE 

Taxes  (cont.) 

Covenant  to  pay  . 82 

Income  taxes 

Series  of  6s  due  1950 . 4,  10 

Other  series  .  29 

Testimonium  . 137,  154  (S) 

Time  of  filing  certificates,  etc .  65 

Treasurer  defined . 134 

Trust,  declaration  of .  27 

Trustee 

Acceptance  of  trust,  conditions  of 

117-122 

Agent  and  attorney  of  bondhold¬ 
ers  . 124 

Certification  of  bonds  by 

42,  58,  67,  74,  75 


PAGE 

Trustee  (cont.) 

Certification  of  bonds  by  (cont.) 

Effect  of  . 43 

When  Company  in  default . 43 

Controlled  by  bondholders  * 

105,  110,  111 

Defined  . 133 

Insure,  power  to .  91 

Money  deposited  with  (see  Moneys 
deposited  with  Trustee) 

Notice  to  Company,  how  given... 124 

Remedies  on  default . 105 

Removal  . 122,  123 

Resignation  and  succession . .  122, 123 
Sale  by  Company,  consent  to.. 97,  99 

Disposition  of  proceeds _ 101, 103 

Suits,  power  to  maintain . 124 

Waiver  of  individual  liabilities. ....  .115 


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